- technical specifications;
- product development strategy and activity;
- pricing and financial information;
- designs;
- unpublished patent applications;
- inventions;
- improvements;
- writings and other works of authorship;
- trade secrets;
- drawings;
- models;
- software (including source code and object code), algorithms, and flow charts; and
- other documentation;
The following table describes Fannie Mae’s requirements related to Confidential Information.
| ✓ | The seller/servicer must. |
|---|---|
| Take appropriate steps to ensure the security, integrity, and confidentiality of Confidential Information. | |
| Comply with all relevant applicable laws and regulations, including laws protecting borrower privacy. | |
| Not disclose Confidential Information to third parties, without Fannie Mae’s prior written approval, except on a need-to-know basis to the seller/servicer’s partners, affiliates, officers, employees, directors, contractors, counsels, agents, or representatives, provided they are subject to confidentiality obligations at least as stringent as those set forth in this topic. |
- uses all reasonable efforts to give Fannie Mae notice at least ten business days prior to such disclosure; and
- discloses only that portion of the Confidential Information that the seller/servicer’s legal counsel determines is legally required to be furnished, and request that the information remain confidential.
- is required by law to disclose in confidence Confidential Information in response to requests from a governmental agency, regulator, or self-regulatory authority that has authority to regulate or oversee the seller/servicer’s business (including bank examiners, securities examiners, and regulators’ inspector general offices); and
- formally requests that the information be treated in confidence and exempt from the Freedom of Information Act (FOIA) and other open records laws requests.
- a conflict of interest
- a breach of confidentiality or privacy, or
- the gaining of an unfair advantage from the seller/servicer’s relationship with Fannie Mae.
- using industry-standard encryption for data in transit and virus checking programs designed to prevent the transmission and receipt of viruses and other malicious code,
- instituting appropriate disaster recovery and back-up procedures,
- instituting appropriate procedures to prevent disclosure of data and other materials to a party other than the intended recipient, and
- employing methods for securely disposing or destroying such information.
Note: These measures must meet, at least, the same level of protection that the seller/servicer seeks for its own information of a similar nature. The seller/servicer must collaborate with Fannie Mae in assessing the sufficiency of these measures and the seller/servicer’s information security program, upon reasonable request from Fannie Mae.
The seller/servicer must have the borrower’s authorization to disclose borrower NPI, unless permitted by applicable law, and may disclose information about a borrower’s payment history to a third party if the borrower submits written authorization. The information disclosed must be accurate, complete, and easily understandable.
Fannie Mae may seek immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information, in addition to all other rights and remedies it may have at law or otherwise.
Loan Quality, Loan Performance Data and NPI
Fannie Mae may at times share loan quality and loan performance data and other NPI with the seller/servicer in compliance with permitted purposes outlined in the Gramm-Leach-Bliley Act and other applicable privacy laws. The seller/servicer must use such data only for those limited permitted purposes.
Feedback on New Products, Product Upgrade, or New Service Offering
The seller/servicer may provide feedback in connection with a new product, product upgrade, or new service offering yet to be released by Fannie Mae in the marketplace. The feedback may include comments and recommendations. When the seller/servicer provides feedback, it grants Fannie Mae an unlimited, worldwide, perpetual, and irrevocable license under the seller/servicer’s intellectual property rights, without duty to account, to disclose, incorporate, practice, deploy, or adapt such feedback.
Specific Transactions or Dealings
For specific transactions or dealings, the seller/servicer and Fannie Mae may enter into a separate written confidentiality agreement. This separate agreement will control in case of conflict with the provisions of this topic. In addition, the seller/servicer and Fannie Mae may also agree in a separate written agreement that the confidentiality obligations set forth in this topic will apply to Fannie Mae.
Fannie Mae Obligations
Fannie Mae will not disclose confidential information received from a seller/servicer in furtherance of this Guide to a third party, except as required or permitted by law.
Exclusions from Confidential Information
The obligations in this topic do not apply to information that
- is or becomes public through no fault of the seller/servicer,
- was previously known or is disclosed to the seller/servicer free of any obligation to keep it confidential, or
- is independently developed by the seller/servicer without reference or access to the Confidential Information.
There are no recently issued Announcements related to this topic.
