SectionH AttH2 3700-46A.pdf

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Federal Deposit Insurance Corporation

CONFIDENTIALITY AGREEMENT

(FOR CONTRACTOR/SUBCONTRACTOR/CONSULTANT PERSONNEL)

This Confidentiality Agreement (“Agreement”) is executed by the undersigned Recipient of this Agreement, in conjunction with

Contract/BOA/RBOA/Task Order Number (“The Contract”).

For due consideration given, Recipient agrees to the following:

1. Recipient will protect the confidentiality, integrity and availability of the sensitive information Recipient receives from or is given access to by the FDIC, or may obtain by other means, during the course of performing work on The Contract. “Sensitive

Information” is defined in FDIC Directive 1360.9, Protecting Sensitive Information, available on the FDIC website: www.fdic.gov/ buying/goods/acquisition/index.html and incorporated herein by reference as amended from time to time.

2. Recipient has read FDIC Directive 1360.9, Protecting Sensitive Information and will abide by the policy described therein and follow the guidelines given for protecting sensitive information.

3. Recipient will promptly report to the appropriate FDIC official any loss, theft, misuse, misplacement, or unauthorized disclosure of sensitive information of which recipient has knowledge whether or not recipient is personally involved. Recipient understands that its anonymity will be kept to the maximum extent possible when reporting these incidents.

4. Recipient will use sensitive information only as authorized by FDIC. Recipient will not disclose, release, disseminate or transfer any sensitive information to any other person or entity, except as required in the performance of Recipient's duties under The

Contract or with the express prior written consent of an authorized representative of the FDIC. Recipient understands that FDIC may conduct inspections, at any time or place, for the purpose of ensuring compliance with the conditions for access, dissemination, handling and safeguarding information under this Agreement.

5. Recipient will immediately notify FDIC of any subpoena or court order requiring Recipient to disclose or produce sensitive information and will cooperate with legal counsel for FDIC in any challenge to or appeal from such a subpoena or court order.

6. Recipient will return or destroy, as directed by authorized FDIC personnel, all information to which it has access or which is in its possession 1) upon demand by an authorized FDIC individual; and/or 2) upon the conclusion of its duties, association, or support to FDIC; and/or 3) upon the determination that its official duties do not require further access to such information. Recipient agrees that under no circumstances will it remove FDIC sensitive information from the employer's custody and control when leaving the employment of the employer.

7. Unless and until released in writing by an authorized representative of FDIC, Recipient understands that all conditions and obligations imposed upon Recipient by this Agreement apply during the time that Recipient is granted access, and at all times thereafter.

8. This Agreement is made and intended for the benefit of the FDIC and may be enforced by the FDIC. By granting Recipient access to information in this context, FDIC may seek any remedy available to it to enforce this Agreement. If Recipient violates the terms and conditions of this Agreement, it could be subjected to administrative, civil, or criminal action, as appropriate, under the laws, regulations, or directives applicable to the category of information involved. The FDIC has not waived any statutory or common law evidentiary privileges or protections that it may assert in any administrative or court proceeding to protect any sensitive information to which Recipient has been given access under the terms of this Agreement.

9. This Agreement is made part of The Contract upon execution and is governed by Federal law and will be construed accordingly.

To the extent State law may apply, in the case where there is no applicable Federal law, the State law that applies is the law of the

State in which the FDIC office executing The Contract is located.

Attachment H-2

Page 2 of 2FDIC 3700/46A (9-23) Email Forms@fdic.gov with any technical difficulties using this form.

10. The provisions in 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. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this agreement and are controlling.

11. I have read this Agreement carefully and my questions, if any, have been answered. I acknowledge that the applicable policies referenced in this document have been made available to me so that I may read them at this time. I represent and warrant that I have authority to enter into this Agreement.

12. Recipient's representations in this form are true, complete, and correct to the best of Recipient's knowledge and belief and are made in good faith. Recipient understands that a knowing and willful false statement on this Agreement can be punished by fine or imprisonment or both (see 18 U.S.C. 1001).

RECIPIENT (EMPLOYEE) SIGNATURE

Recipient (Employee) Name Recipient (Employee) Title

Recipient (Employee) Signature Date

Attachment H-2