MLOA and Privacy Agreement

MLOA and Privacy Agreement

This MLOA and Privacy Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (the Client) and Originator Name: (the Originator). The Client and the Originator are each sometimes referred to herein as a Party and collectively as the Parties.

RECITALS

WHEREAS, the Client seeks mortgage loan origination and related services and authorizes the Originator to obtain, use, and disclose certain consumer, financial and property information necessary to evaluate, process and close a loan; and

WHEREAS, the Parties desire to set forth the Client's express authorization for information disclosure and the Originator's obligations regarding the privacy, security, retention and permissible use of nonpublic personal information in connection with such services; and

WHEREAS, the Parties intend that this Agreement satisfy applicable authorizations for information release and that the Originator may share information with affiliates, service providers and third parties as necessary to effectuate the transaction, subject to the privacy protections and limitations set forth below.

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: (a) "Nonpublic Personal Information" means any information provided by the Client or obtained by the Originator in connection with the loan relationship that is not publicly available, including, without limitation, social security number, tax identification number, income, assets, credit history, employment information, tax returns, and property valuation reports; (b) "Permitted Purposes" means the evaluation, underwriting, origination, processing, closing, servicing, sale, placement or secondary market transfer of a mortgage loan and related compliance, audit and fraud-prevention activities.

2. AUTHORIZATION TO OBTAIN INFORMATION

The Client expressly authorizes the Originator and its agents to obtain and verify credit reports, employment and income records, bank and asset statements, tax returns, appraisal and property information, and other financial and consumer information for the Permitted Purposes. The Client further authorizes third parties, including employers, financial institutions, insurers, title companies, appraisers and governmental entities, to release such information to the Originator upon request for Permitted Purposes.

3. SCOPE OF PRIVACY CONSENT

The Client consents to the Originator's collection, use, retention and disclosure of Nonpublic Personal Information as necessary for the Permitted Purposes. This consent includes, without limitation, disclosures to: (a) service providers retained to perform functions in connection with the loan; (b) purchasers or investors in the loan; (c) insurers, guarantors, and secondary market participants; and (d) governmental authorities, when required by law or regulation.

4. DATA SECURITY AND CONFIDENTIALITY

The Originator shall implement and maintain reasonable administrative, technical and physical safeguards designed to protect Nonpublic Personal Information from unauthorized access, disclosure, alteration and destruction consistent with industry standards. The Originator shall require any third-party service providers to maintain appropriate safeguards and to use Client information only for the Permitted Purposes.

5. DATA RETENTION AND DESTRUCTION

The Originator will retain records containing Nonpublic Personal Information for the period required by applicable law and for such additional period as reasonably necessary for business and regulatory purposes. Thereafter, the Originator will securely dispose of or anonymize such information in a manner intended to prevent reconstruction or retrieval.

6. LIMITATIONS ON USE AND DISCLOSURE

Notwithstanding the Client's consent herein, the Originator shall not use or disclose Nonpublic Personal Information for marketing unrelated products or services to the Client without separate written consent. The Originator shall not sell or transfer Nonpublic Personal Information to unaffiliated third parties except as necessary for Permitted Purposes or as otherwise required by law.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) execution and delivery of this Agreement have been duly authorized by all necessary corporate or other action; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

The Client agrees to indemnify, defend and hold harmless the Originator and its affiliates, officers, directors and employees from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the Client's breach of this Agreement or any false representation made by the Client. Except for willful misconduct or gross negligence, neither Party shall be liable to the other for incidental, consequential or punitive damages.

9. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and, unless earlier terminated pursuant to this Section, shall remain in effect through the later of (a) the date on which all obligations relating to the loan have been fully discharged, or (b) the date required by applicable law. Either Party may terminate this Agreement for material breach by the other Party upon thirty (30) days' written notice and failure to cure.

10. NOTICES

All notices under this Agreement shall be in writing and delivered by certified mail, nationally recognized overnight courier, or by hand to the addresses set forth below or to such other address as either Party designates in writing. Notices shall be effective upon delivery or refusal of delivery.

11. COMPLIANCE WITH LAW

Each Party shall comply with all applicable federal, state and local laws and regulations in performing its obligations under this Agreement, including those relating to consumer privacy, data protection, fair lending, and information security. The Originator shall provide reasonable cooperation to the Client in responding to governmental or regulatory inquiries concerning the Client's loan file.

12. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

13. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. Facsimile, electronic image or other electronic signatures shall be deemed to be original signatures for all purposes.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any documents incorporated by reference and any written disclosures delivered to the Client, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings related thereto. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

16. MISCELLANEOUS PROVISIONS

The Parties agree that any dispute arising out of or relating to this Agreement shall first be referred to senior representatives of each Party for good faith negotiation. Nothing in this Agreement shall limit either Party from seeking injunctive or other equitable relief to prevent the unauthorized disclosure or use of Nonpublic Personal Information.

CERTIFICATION AND AUTHORIZATION

By signing below, the Client certifies that the information provided to the Originator is true, complete and correct to the best of the Client's knowledge and authorizes the Originator and its designees to obtain and disclose Nonpublic Personal Information as described in this Agreement. The Client acknowledges receipt of any required privacy notices and understands the scope of the authorization granted herein.

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