General Confidentiality Agreement .pdf

FARM CREDIT SYSTEM INSURANCE CORPORATION

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (“Agreement”) is made by and between the Farm Credit System Insurance Corporation (“FCSIC”) and (“Contractor”) and is effective as of .

The Contractor is charged with the performance of duties defined in RFP-23-FCSIC-002 (“Contract”). To perform some, or all, of the services identified in the Contract, the Contractor requires temporary and limited access to certain FCSIC information in paper and electronic form.

This Agreement sets forth the terms and conditions under which FCSIC will provide Contractor temporary access to FCSIC information. This Agreement pertains to information obtained before, during, or after the date of this Agreement and which had not become public information.

Any Confidential Information provided to Contractor is done so at the sole discretion of FCSIC.

For due consideration given, Contractor agrees to the following:

1. Contractor will protect the confidentiality, integrity, and availability of the information that

Contractor receives from or is given access to by FCSIC or may obtain by other means.

Unless exempted in writing by FCSIC, all such information, records, documents, and/or files obtained in connection with such access will be known and considered as Confidential Information.

2. Confidential Information is any information, the loss, misuse or unauthorized access to or modification of which could adversely impact the interests of FCSIC in carrying out its programs or the privacy to which individuals are entitled. It includes, without limitation, the following:

a. Information which has not become public information, including information regarding the Farm Credit System and Farm Credit System institutions, FCSIC, and the Farm Credit Administration (FCA);

b. Information provided by a government regulated entity and such information is not a matter of public knowledge or provided in other sources readily available to the public;

c. Information that is exempt from disclosure under the Freedom of Information Act (FOIA) such as trade secrets and commercial or financial information, information compiled for law enforcement purposes, personnel and medical files, and information contained in bank examination reports or provided by regulated entities to FCSIC under examination privileges and such information is not a matter of public knowledge or provided in other sources readily available to the public;

d. Information under the control of FCSIC in a Privacy Act system of records that is retrieved using an individual’s name or by other criteria that identifies an individual;

e. Personally Identifiable Information (PII) about individuals maintained by FCSIC that if released for unauthorized use may result in financial or personal damage to the individual to whom such information relates. PII, a subset of PII, may be comprised of a single item of information (e.g., SSN) or a combination of two or more items (e.g., full name along with, financial, medical, criminal, or employment information);

f. Information which has not become public information about insurance assessments, resolution and receivership activities, as well as enforcement, legal, and contracting activities; and

g. Information prepared by FCSIC’s independent auditor, and predecessor and successor auditors, in connection with any audit of FCSIC’s financial statements and internal control over financial reporting, which has not become public information.

3. Data incorporating Confidential Information, whether verbatim, by excerpt, or as a summary, is also subject to this Agreement.

4. Contractor will use Confidential Information only as authorized by FCSIC. Contractor will not disclose, release, disseminate or transfer any Confidential Information to any other person or entity outside of Contractor, except with the express prior written consent of an authorized representative of FCSIC. Contractor is responsible for all employees and/or agents of Contractor, including but not limited to its independent auditors, who are allowed access to FCSIC information (“Authorized Persons”). Contractor agrees that it remains liable under the terms of this Agreement for all activities of Authorized Persons while those Authorized Persons have or retain access to FCSIC information, especially Confidential Information. Contractor agrees that, prior to obtaining access, Contractor will inform all Authorized Persons of the confidential nature of Confidential Information and direct the Authorized Persons to treat such information in strict confidence in accordance with this Agreement. Contractor understands that those identified as needing this access may be subject to a security assessment review process prior to being given access to certain information.

5. Unless an exception is granted in writing by FCSIC, Contractor will provide to FCSIC a list of those Authorized Persons assigned by Contractor and will notify FCSIC of any additional Authorized Person(s) at least five business days before access to FCSIC information is granted. Contractor agrees it will obtain an express, binding written confidentiality agreement from each of its Authorized Persons prior to that person receiving temporary access to FCSIC information, including Confidential Information, the provisions of which agreement shall be substantially the same as the provisions of this Agreement. Contractor will provide copies of such executed agreements to FCSIC.

6. Contractor is responsible for protecting the confidentiality, integrity and availability of the

Confidential Information that Contractor receives from or is given access to by FCSIC.

Except as required by law or court order, Contractor shall not disclose or permit the disclosure of any Confidential Information to anyone without FCSIC’s expressed written consent. Contractor will immediately notify FCSIC of any subpoena or court order requiring Contractor to disclose or produce Confidential Information and will cooperate with legal counsel for FCSIC in any challenge to or appeal from such a subpoena or court order.

7. No FCSIC information may viewed or stored, temporarily or otherwise, on computers, systems or other storage devices outside of the United States without the express written consent of FCSIC.

8. FCSIC retains control and ownership over the Confidential Information at all times. The parties acknowledge that granting Contractor temporary access to FCSIC information in no way waives any right or privilege that is currently held by FCSIC and recognized under State or Federal law, including work product, attorney client, examination privilege, or other similar privileges.

9. Any disputes arising out of, or in connection with, this Agreement shall be governed by the federal laws of the United States of America, without regard to ‘choice of law’ provisions. Venue and the statute of limitations are mandated by applicable U.S. Federal law. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.

10. The failure of FCSIC to enforce any of the provisions of this Agreement upon discovery of a breach will not be construed to be a waiver of the right to enforce such provision(s) at a later time.

11. Contractor agrees that this Agreement is intended to apply to all current and any future disclosures by FCSIC to Contractor and will survive the termination of any current or future relationship between the parties. The nondisclosure obligations shall cease with respect to any information provided by FCSIC that comes into the public domain other than release by Contractor in contravention of this Agreement.

12. Each party warrants and represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Agreement.

[INSERT CONTRACTOR NAME]:

Name:

Title:

Signature:

FCSIC:

Name:

Title:

Signature: