Atch J.2 - Credit Data and Fair, Issac Risk Score Confidentiality Agreement - 11-17-22.pdf

CREDIT DATA AND FAIR, ISAAC RISK SCORE CONFIDENTIALITY AGREEMENT

The Department of Housing and Urban Development and the Credit Repositories, Equifax, Experian, and TransUnion, are parties to an Archived Credit Data Agreement that together with the Letter of Confidentiality Agreement between Fair, Isaac and Company, Inc. ("Fair, Isaac") and the Department of Housing and Urban Development ("HUD") permits HUD to receive and use certain Confidential Information of Fair, Isaac and the Credit Repositories subject to the restrictions therein contained. These Confidentiality Agreements permit HUD to share such

Confidential Information with you, the undersigned, subject to the restrictions contained herein.

Fair, Isaac deems the information provided including certain Fair, Isaac Credit Bureau Risk

Scores derived from Fair, Isaac Risk Scorecards applied to an Equifax, Experian, or TransUnion archived database to be confidential and proprietary.

You acknowledge that all of this information which you receive from either HUD, Fair Isaac, Equifax, Experian, or TransUnion is considered highly confidential and proprietary to Fair, Isaac or the Credit Repositories and affords Fair, Isaac a substantial competitive advantage and constituting "confidential commercial information" as defined in the Freedom of Information Act

("FOIA") that is exempt from release under Exemption 4 of FOIA, 5 U.S.C. 552(b)(4). Fair

Isaac desires to protect from damaging or potentially damaging disclosure any and all such information or data provided or to be provided to you by HUD or Fair, Isaac in connection with the Project or Projects authorized under the Credit Data Agreement.

The Term "Confidential Information" as used herein shall refer to all oral and written information and data provided by Fair, Isaac, directly or indirectly to HUD or to you in connection with the

Project, including, without limitation, the Risk Scores, and to all things, written and oral, tangible and intangible in which Fair, Isaac has an actual or claimed property or other right and shall include, but not necessarily be limited to, ideas, inventions, discoveries, computer languages, computer programs, information of any type stored in computer usable form, scorecard(s) specifications, or other document provided by Fair, Isaac, and irrespective of whether any or all of these shall be protected by copyright, patent, trade secret or any other process. Confidential

Information also includes any notes, memoranda or other written or electronic documents prepared by HUD or by you or your employees or agents that contains any Confidential

Information.

Therefore, by signing this agreement, you and your employees agree to hold and maintain in confidence all Confidential Information, whether oral or written, obtained by you from Fair, Isaac, Equifax, Experian, TransUnion, or HUD in connection with the Project in accordance with the applicable provisions of the "Credit Data Agreement" that follow, particularly paragraphs 5, 6 and 7. Disclosure within your organization is limited to those individuals who have a need-to-know in connection with the Project.

1. Release of the archived credit data or analysis files by HUD to other parties is strictly prohibited except as herein provided.

2. All archived credit data and analysis files shall be maintained by HUD or its agents in anonymous form, devoid of identifying information (name, address, social security number, FHA case number) and separate from corresponding anonymous mortgage application data files with only a sequence number to link the anonymous case specific credit to the application data during computer analytical applications. A match key relating the sequence numbers to the corresponding FHA case numbers shall be maintained by the Credit Repository and HUD after the data files are constructed to allow for the resolution of any significant errors and to provide for additional updated case specific data to be linked to the anonymous records in the mortgage application data files.

3. The Credit Repository shall use good faith in attempting to obtain credit information from sources deemed reliable, but does not guarantee the accuracy of the information reported, and the Credit

Repository shall not be held liable by HUD for any loss or injury to third parties resulting from the obtaining or furnishing of such information. This in no way impacts HUD’s rights under the Inspection and Acceptance clause of the Contract

5. Prior to the release by HUD of any of the archived credit data or analysis files to any individual, entity or agency specified above, such individual, entity or agency shall agree in writing that:

a. It will not release, resell, or otherwise furnish the archived credit data or analysis files to any other individual, entity or agency without the express written consent of both HUD and the

Credit Repository and additional written consent from specialized summary score providers, such as Fair, Isaac, if the archived credit data and analysis files are to include their scores.

b. It will not use the archived credit data or analysis files for any purpose that is different from the specific purpose approved by HUD or is contrary to law, and will be bound by the use and limitation restrictions set forth in this agreement.

c. Within 180 days of completing the approved use, it will certify to HUD in writing that all archived credit data or analysis files obtained from HUD have been destroyed and no effort will be made to recreate or use it without re-obtaining written approval from HUD.

d. To assure appropriate utilization of specialized summary scores, providers such as Fair, Isaac or the Credit Repository, will be furnished an opportunity to review and comment on portions or interpretations of analyses that specifically reflect on the performance or quality of their summary scores prior to the public release of such analyses to third parties.

e. In the event that any claims are made or actions are filed against the Credit Repository or specialized summary score provider by any individual whose credit data is included in the archived credit data or analysis files, as a result of use of the archived credit data or analysis files by such individual, entity or agency, receiving the archived credit data or analysis files, such individual, entity or agency shall be liable to indemnify and hold Credit Repository and/or specialized summary score provider harmless from any cost, expense or damage resulting therefrom, unless contrary to law.

6. Except where HUD is required by law to release the archived credit data or analysis files, HUD shall not release the archived credit data or analysis files to any individual, entity or agency not specified in

Paragraph 4 above, unless both HUD and the Credit Repository, inclusive of any affected specialized summary score providers such as Fair, Isaac, consent to the release in writing. Where HUD is required by law to release the archived credit data or analysis files to an individual, entity or agency not specified in Paragraph 4 above, HUD shall immediately notify the Credit Repository and specialized summary score providers of the required release of the archived credit data or analysis files, so that the

Credit Repository and specialized summary score providers will have the opportunity, but not the obligation, to take appropriate legal action to prevent the release of the archived credit data or analysis files.

7. Prior to the release of any of the archived credit data or analysis files pursuant to the terms of

Paragraph 6 above, to any individual, entity or agency, not specified in Paragraph 4 above, such individual, entity or agency shall execute an agreement in writing containing the terms set forth in

Paragraph 5 above, except where such agreement would be contrary to law. Where the execution of an agreement containing the terms set forth in Paragraph 5 would be contrary to law, the individual, entity or agency receiving the archived credit data or analysis files shall execute an agreement in writing containing those terms set forth in Paragraph 5 that the individual, entity or agency is not prohibited by law from agreeing to.

8. To the extent that any provision of this Credit Data Agreement is in conflict with any provision of the

Contract insofar as it relates to HUD’s rights in and use of the archived credit data and analysis files, including, but not limited to the clause at FAR 52.227-14, the provisions of this Credit Data Agreement shall control.

9. No party to the agreement can assign its rights or obligations under the agreement to any other person without the written consent of the other parties.

In the event that any of the above terms or provisions violates any statutory provision or are otherwise unlawful or inoperative, the remaining terms and provisions remain in full force and effect insofar as they do not violate any law and can be carried out as far as possible as is consistent with their tenor and effect. In addition, in the event you receive notice of any legal proceeding to compel disclosure of Confidential Information, prior to providing such

Confidential Information, you will promptly notify HUD and Fair, Isaac of such fact and afford it the opportunity to contest such proceeding.

If you agree with the foregoing restrictions on use and disclosure regarding the Confidential

Information, please indicate your agreement by having a duly authorized individual sign and date this Agreement on behalf of your organization.

(Signature)

Name: ____________________________

Title: _____________________________

Date:_____________________________