non-disclosure agreement

Subscriber understands that the Confidential Information may constitute Non-Public Information (“NPI”) as defined by and subject to the federal Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801 et seq., the Consumer Financial Protection Bureau’s Privacy Regulations, 12 CFR Part 1016, and Standards for Safeguarding Customer Information, 16 CFR Part 314 and other applicable federal and state privacy laws and regulations and agrees to comply with all applicable NPI Rules and Regulations and to cause, to the extent possible, any other person or entity that receives the NPI to comply therewith.

Subscriber shall:

  • not disclose, or allow any person or entity access to Confidential Information;
  • not make any use, commercial or otherwise, of the Confidential Information;
  • exercise reasonable diligence to maintain the confidential, secret or proprietary nature of all Confidential Information and to prevent its use, utilizing such security measures as may be reasonable under the circumstances, but not less than that utilized by the Receiving Party for its own Confidential Information.
  • In the event that there is a breach of security of the Confidential Information, Subscriber shall notify the other Subscriber Party promptly following discovery, if NPI was, or is reasonably believed to have been acquired by any unauthorized person or third party.

Notwithstanding the foregoing, Subscriber may (A) disclose Confidential Information: (1) to your professional advisers who are under an obligation of confidentiality to Subscriber and who are providing professional services to Subscriber in connection with Subscriber’s purchase or sale to which the Confidential Information applies; or (2) if and only if: (a) compelled by, and solely to the minimum extent necessary to comply with, bona fide unaffiliated third party initiated legal process (including, but not limited to, deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar legal process); and (b) reasonable advance written notice is provided to the Disclosing Party (to the extent not prohibited by applicable law) including the relevant details of the legal process so as to enable the Disclosing Party to protect its rights in and to the subject Confidential Information; and (B) use Confidential Information in connection with a due diligence review of a Mortgage for purchase, with making a Mortgage available for sale via the Service, and with consummating a purchase or sale through the Service and via an Escrow Agent. Upon Subscriber’s acquisition of a Mortgage, the restrictions of this Section 8 shall not apply to Confidential Information of or pertaining to such Mortgage.