Exhibit_A_OIG_Contractor_NDA.pdf

CONTRACTOR NONDISCLOSURE AGREEMENT

I, ____________________, understand that, in the course of performing work under Contract No. ______________________ (“Contract”) for the Office of Inspector General (OIG) of the Board of Governors of the Federal Reserve System (Board) and the Consumer Financial Protection Bureau (CFPB), I may come into possession of or obtain knowledge of information of the OIG, the Board, the Federal Open Market Committee (FOMC), the Federal Reserve Banks, or the CFPB that is not public or that has not and is not required by law to be made public, including, for example, information that is designated as restricted, controlled, proprietary, confidential, confidential supervisory, or personnel (collectively, “Confidential Information”). Confidential Information shall include, but is not limited to (1) information pertaining to the security arrangements and strategies of the OIG, Board, FOMC, Federal Reserve Banks, or CFPB (including information describing security controls related to information technology infrastructure such as network architecture and specific systems, applications, and databases); (2) economic data; (3) financial, statistical, and personnel data pertaining to the OIG, Board, FOMC, Federal Reserve Banks, CFPB, or other financial institutions; (4) financial, statistical, personnel planning and similar information relating to past, present, or future activities of the OIG, Board, FOMC, Federal Reserve Banks, or CFPB; (5) pre-decisional deliberative information and data; (6) law enforcement privileged information; (7) attorney-client privileged information; (8) personally identifiable information;

(9) trade-secret information; and (10) non-public information included in the files of the OIG, Board, FOMC, Federal Reserve Banks, or CFPB.

Confidential Information does not include information that (1) is public; (2) is or becomes publicly available without breach by me of this Non-Disclosure Agreement (“NDA”); (3) was rightfully received or obtained by me without obligation of confidentiality; or (4) was developed by me independently of any access or disclosures provided to me by the OIG, Board, FOMC, Federal Reserve Banks, or CFPB. Except for information I receive or obtain that is not Confidential Information, I will treat all information I receive or obtain from the OIG, Board, FOMC, Federal Reserve Banks, or CFPB as Confidential Information, regardless of the manner or form in which the information is transmitted or accessible. In addition, I will also treat the advice, deliverables, products, outputs, or similar items I provide or produce under the Contract (“Product Information”) as Confidential Information until such time as the OIG informs me in writing that such Product Information is public.

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Thus, for good and valuable consideration received, I agree to the following terms:

1. I will keep in confidence all Confidential Information that may be acquired in connection with or as a result of my responsibilities under the Contract. I will not, at any time, either during or after the Contract’s period of performance, make public or otherwise communicate or disclose Confidential Information to anyone other than authorized personnel of the OIG, Board, FOMC, Federal Reserve Banks, or CFPB, without the OIG’s prior written consent. (The OIG, as the Contractor’s Technical Representative, will coordinate and obtain the necessary approval(s) from the Board, the FOMC, the Federal Reserve Banks, or the CFPB, as applicable.)

2. I will use Confidential Information solely in connection with the Contract. Other than as permitted by the Contract, I will not directly or indirectly use Confidential Information for my private gain or for the private gain of another person or entity at any time, either during or after termination of the Contact.

3. I will inform the OIG of any external requests or demands for disclosure of Confidential Information, and I will refer all such demands and requests for disclosures, including but not limited to subpoenas, to the Associate Inspector General for Legal Services and Counsel to the Inspector General.

4. Should a question arise as to whether particular information is Confidential Information, I will immediately contact the Associate Inspector General for Legal Services and Counsel to the Inspector General and seek a determination as to the information’s status. Until a determination has been made by the OIG (after coordination with the Board, FOMC, Federal Reserve Banks, or CFPB, as applicable), I shall treat it as Confidential Information in accordance with this NDA.

5. At all times, including during the Contract and after the Contract’s period of performance, I will take all necessary steps to protect Confidential Information subject to this NDA.

6. Upon completion, expiration, or termination of my services under the Contract, unless I am instructed otherwise by the OIG, I will promptly dispose of all Confidential Information in my possession in whatever manner is approved by the OIG for the disposal of such information, which may include the return of Confidential Information to the OIG.

7. I understand that I am prohibited from releasing any publicity or advertising regarding the Contract and from using the name or insignia of the OIG, Board, FOMC, CFPB, Federal Reserve Banks, or the Federal Reserve System, or any variation or adaptation thereof, for any commercial, advertisement, promotional, or endorsement purposes, unless the Associate Inspector General for Legal Services and Counsel to the Inspector General and the Board’s Chief Operating Officer (or his/her designee) has given prior written consent for such release or use.

8. I agree and acknowledge that the disclosure or use of any Confidential Information in breach of this NDA would cause irreparable harm to the OIG, Board, FOMC, CFPB, or Federal Reserve Banks. Accordingly, in the event of such use or disclosure, I understand that I may be subject to legal or other action, which may include termination of the Contract and referral for criminal prosecution, if appropriate.

9. If I suspect that any Confidential Information to which I am given access is or may have been lost or disclosed without authorization, I will immediately notify the Associate Inspector General for Legal Services and Counsel to the Inspector General.

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I understand that this NDA, all of its terms and conditions, shall remain in effect following the expiration or termination of the Contract until this NDA is terminated in writing by the OIG.

SIGNATURE OF CONTRACTOR DATE

PRINTED NAME OF CONTRACTOR

Contractor Nondisclosure Agreement