Attachment 5- OCIE Ethics Requirements for Contractors.pdf

May 2014

OCIE Ethics Requirements and Agreement for Contractor Personnel

Introduction

During the course of your work for your employer on its contract with the SEC to provide support services, you will be involved in support of sensitive projects involving individuals and businesses and SEC mission activities. As a part of your participation in the SEC work, you have executed a “NON-DISCLOSURE AGREEMENT (CONTRACTOR PERSONNEL)”

(“NDA”), in which, among other things, you have committed and agreed to the SEC not to divulge SEC confidential and non-public information nor profit from your contact with such information. Because of the sensitivity of the work you will support for the SEC, and the requirement that such work be performed to the highest standards of impartiality and fairness, avoiding conflicts of interest and the appearance of conflicts of interest, so that the public’s trust in the work of the SEC may be sustained, you are also required to accept the obligations of this

OCIE Ethics Requirements and Agreement for Contractor Personnel (“Ethics Agreement”).

Agreement

Intending to be legally bound, I, _______________________________________, hereby accept the obligations contained in this Ethics Agreement in consideration of being permitted to perform sensitive work under my employer’s contract with the SEC.

Conflicts of Interest

I agree to avoid situations and recuse myself from participation in matters involving conflicts of interest, or the appearance of conflicts of interest. Prohibited conflicts of interest may be of either a financial or personal nature, or both. For example, I agree:

Not to participate in an examination of an entity in which I, my spouse or dependent has a financial interest.

Not to participate in an examination of an entity at which I, my spouse or dependent holds a brokerage account (or has an advisory relationship).

Not to participate in an examination if my spouse or dependent works for a law firm (or a compliance consulting firm) that represents (or has represented) the examined entity, unless permitted by the Contracting Officer Representative, as advised by the SEC Office of Ethics Counsel.

Not to participate in an examination of my former employer or former client, unless permitted by the Contracting Officer Representative, as advised by the SEC Office of

Ethics Counsel.

Not to participate in an examination of an entity if my spouse or dependent works at that entity.

Not to provide an opinion regarding any examination-related product or service to members of the public in a manner or circumstance that could be construed as an SEC endorsement.

Not to solicit charity donations in person or via social media (such as a Facebook link) from a person working at an entity the examination of which I am supporting, or from a person working at a law firm or compliance consulting firm that represents or advises such an entity.

Gifts

I agree:

Not to accept gifts (including subsidies of any kind) given to me in my capacity as a contractor for the SEC. During an examination I will only accept beverages routinely made available to guests (not food, gifts, or any other items of value).

Not to eat with personnel of the examined entity unless it is a working meal and I pay for my own meal.

Not to accept any benefit or item of value from the examined entity, including the use of its staff reserved parking spaces, its corporate hotel rate, or sharing a taxi or limo that is paid for or subsidized by the examined entity.

Seeking Employment

Not to seek or negotiate employment with an entity while working on a matter involving

it. If the entity I am seeking or negotiating employment with is an affiliate of a regulated entity, not to begin any substantial work in support of the examination of that regulated entity unless permitted by the Contracting Officer Representative, as advised by the SEC

Office of Ethics Counsel.

Not to assist with the examination of an entity with which my spouse or dependent is seeking or negotiating employment.

If I, my spouse or my dependent is already seeking or negotiating employment with an entity at the time I am assigned to an examination of it, I will recuse myself from the examination before beginning any substantial work in support of the examination.

Not to retain copies of documents worked on or encountered in the course of my assignments for the SEC, including, without limitation, examination reports, exam modules, letters, and reports on firms, except as otherwise provided for in the contract.

Disclosure of Non-Public Information

To abide by the underlying SEC contract, including the NDA I have executed, which generally prohibits me from disclosing confidential non-public information obtained as a result of my engagement at the Commission. I will contact the Contracting Officer or

Contracting Officer Representative on questions about a specific circumstance.

If I am in any public place and discussing an exam with SEC employees, not to mention the name of the examined firm or give any other information that could be used to identify the examined firm.

To treat the identity of specific firms examined as non-public information subject to the restrictions on non-disclosure in the underlying contract and NDA.

Whistleblower Protection Enhancement Act Notice

The provisions and restrictions of this Agreement are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress,

(3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection [collectively, including but not limited to Executive Order No.13526 (75 Fed. Reg. 707), or any successor thereto; section 7211 of title 5, United States Code (governing disclosures to Congress); section

1034 of title 10, United States Code, as amended by the Military Whistleblower Protection Act

(governing disclosure to Congress by members of the military); section 2302(b)(8) of title 5, United States Code, as amended by the Whistleblower Protection Act of 1989 (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence

Identities Protection Act of 1982 (50 U.S.C. 421 et seq.) (governing disclosures that could expose confidential Government agents); sections 7(c) and 8H of the Inspector General Act of

1978 (5 U.S.C. App.) (relating to disclosures to an inspector general, the inspectors general of the Intelligence Community, and Congress); section 103H(g)(3) of the National Security Act of

1947 (50 U.S.C. 403–3h(g)(3) (relating to disclosures to the inspector general of the Intelligence

Community); sections 17(d)(5) and 17(e)(3) of the Central Intelligence Agency Act of 1949 (50

U.S.C. 403q(d)(5) and 403q(e)(3)) (relating to disclosures to the Inspector General of the Central

Intelligence Agency and Congress); and the statutes which protect against disclosure that may compromise the national security, including sections 641, 793, 794, 798, and 952 of title 18, United States Code, and section 4(b) of the Subversive Activities Control Act of 1950 (50 U.S.C.

783(b))]. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions, including those listed above, are incorporated into this agreement and are controlling.

Employee Name: ___________________________ ______

Signature: _________________________________ ______

Date: ____________________

This Ethics Agreement was accepted by the undersigned on behalf of the SEC as a prior condition of working on the SEC project.

SEC Representative Date