Memorandum of Understanding Concerning Supervisory and Oversight Cooperation and Related Informa The U.S. Department of Education And ‘The Consumer Financial Protection Bureau 1, Parties and Authority ‘This Memorandum of Understanding (MOU) is entered into by and between the U.S. Department of Education (ED) and the Consumer Financial Protection Bureau (Bureau). This ‘MOU pertains to cooperation end related information sharing between ED and the Bureau's Office of Supervision (Supervision).' ED has certain oversight and other authorities relating to various persons engaged in student financial services activities, pursuant to Title IV of the Higher Education Act of 1965, Pub. L, 89-329, as amended, (codified at 20 U.S.C. § 1070 et seq., and any implementing regulations. Such authority is applicable to, among other persons, certain studenteloan servicers and non-Federel entities that originate or hold education loans reinsured by ED, ED enters into this MOU pursuan¢ to its authority under sections 415 and 419 of the Department of Education Organization Act, Pub. L. No. 96-88 (codified at 20 U.S.C. §§ 3475, 3479) ‘The Bureau has certain supervisory and other authorities over various persons offering or providing student financial services (and their service providers) including, among others, certain ‘student-loan lenders and student-loan servicers, pursuant to Title X of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), Pub. L. 111-203 (codified at 12 US.C. § 5301 ef seg.) and any implementing regulations. The Bureau enters into this MOU pursuant to the Bureau’s authority under sections 1012 and 1022(c)(6)(C) of the Dodd-Frank Act (Codified at 12 U.S.C. §§ 5492. and $512(€)(6)(C)), and 12 CER § 1070.43(¢). ea Purpose ‘The parties wish to cooperate in connection with their respective student financial services oversight and supervisory activities. ‘This MOU establishes a framework for such cooperation and for the shating of nonpublic information between the parties to the extent permitted by applicable law (including but not limited to the Privacy Act (5 U.S.C. § $52a) and the Right to Financial Privacy Act (12 U.S.C. § 3401 ef seq.)), and the treatment of shared nonpublie information, * For purposes of this MOU, the Office of Supervision meens collectively the Bureau's Ofices of Supervision Policy and Supervision Examinations, and any successor office or offices resulting from an internal Bureau reorganization.3. Definitions a. “Covered person” means a covered person as defined in 12 U.8.C. § 5481(6) and any amendments thereto. b. “Institution of higher education” means an institution of higher education as defined in 15 U.S.C. § 1650 and any amendments thereto. cc. “Nonpublic information” means: @) “confidential information,” as defined in 12 CFR § 1070.2(f) and any amendments thereto; Gi) any information collected by ED from persons engaged in student financial services activities pursuant to ED"s oversight and other authorities that is not publicly ayeiluble; and i) personal information. ¢. “Persone! information” means the name, address, or other personally identifiable information retating to any consumer, including without limitation any information so designated by the provider of the information, d. “Party” or “parties” means a party or the parties to this MOU. ©. “Provider” means a party that provides nonpublic information to a recipient pursuant to this MOU, £ “Recipient” means a party that receives nonpublic information from a provider pursuant to this MOU, “Student financial services” means “consumer financial products or services” as defined at 12 U.S.C, § 5481(5), and any amendments thereto, related to students of institutions of higher education including, but not limited to, student-loan origination and student-loan servicing, 4. Cooperation To facilitate cooperation on matters relating to the Bureau’s supervision and ED’s oversight of covered persons engaged in offering or providing student financial products or services, in conformity with applicable law, the parties will, among other things: a. Establish points of contact for Bureau supervision and BD oversight matters that are of common interest to the parties;b, — On.amutually agreed periodic basis, share Supervision’s schedule of examinations and ED’s schedule of reviews of persons engaged in offering or providing student financial products or services that are subject to the Bureau's supervisory authority and ED’s oversight authority, respectively; and © Coonlinate the Bureau’s supervision activities and ED’s oversight activities to promote the efficient use of the parties” resources. 3, Information Sharing ‘The parties may wish to exchange nonpublic information to enaible them to carry out their respective duties as may be deemed appropriate under this MOU. Any such nonpublic, information shared by and between the parties shall be done in accordance with applicable law and the following: a, The parties will work together as necessary to develop any additional policies and procedures for sharing such information under this MOU in a manner consistent with the purpose described in paragraph 2 of this MOU. b. All nonpublic information, including any derived information, obtained by a recipient from a provider under this MOU. shall be treated as confidential or proprietary information of, or relating to, the provider and shall be protected by the recipient against mauthorized use or disclosure. Except as otherwise permitted under this MOU, a recipient may not disclose any nonpublic information without the prior written approval of the provider, ¢. The recipient of nonpublic information shall use such information only for purposes authorized by law and related to the exercise of its legal authorities. d. Any nonpublic information shared under this MOU shall remain the property and under the control of the provider. The recipient, in storing and using the nonpublic information, shall maintain the identity of the source to the extent practicable. e Each party egrees to establish and maintain such safeguards as are necessary and appropriate to protect the confidentiality of the nonpublic information provided pursuant to this MOU. These safeguards include: (Restricting access to the nonpublic information obtained pursuant to this MOU to only those Bureau and ED employees and contractors who have a need for such information in planning or carrying out the regulatory, supervisory, or enforcement responsibilities of the party; Gi) Informing those persons who are provided access to such nonpublic, information of their responsibilities under this MOU; Gil) stablishing appropriate physical, adminis for maintaining the confidentiality of the nonpublic information; trative, and technical safeguards 3(iv) To the extent that the nonpublic information is personal information or is information subject to the Privacy Act of 1974, 5 U.S.C. § 552a, taking appropriate steps to ensure that any disclosure of nonpublic information to the other party is made in compliance vith the requirements of the Privacy Aet and the applicable information security standards, ineluding National Institute of Standards and Technology, Special Publication 800-122 “Guide to Protecting the Confidentiality of Personally Identifiable Information;” and (¥) —_Refiaining fom sharing nonpublic information obtained pursuant to this MOU with contractors (including individual contractor persomel and consultants) unless that the contractor is obligated by the terms of its contract with the recipient to (a) safeguard nonpublic information, including those safeguards as set forth in this MOU; (b) return, or certify to the recipient, the destruction of all copies of nonpublic information at the conclusion of its engagement with the recipient; (c) not use the nonpublic information for any purpose other than in connection with its engagement with the recipient; and (d) not disclose the nonpublic information outside the contractor (other than to the recipient) without the prior wsitten approval of the provider, £ Each party agrees to assert any available legal exemption or privilege available ‘under applicable law to protect nonpublic information from public disclosure. 8 Nothing in this MOU shall prevent a party from complying with a legally valid and enforceable order of a court of competent jurisdiction or, if compliance is deemed compulsory, a request or demand from a duly authorized committee or one of the established entities of the United States Senate or House of Representatives, or disclosing nonpublic information to the extent required by law, To the extent permitted by law, the recipient will advise the provider of such a request or ordet as promptly as is reasonably possible and consult with the provider on the response before complying with the request or order. The recipient shall use its best efforts to ensure an appropriate protective order where possible, or, ifthe requestor is a legislative body, the recipient shall use its best efforts to obtain the agreement of the legislative body to maintain the confidentiality of the information. h. Unless prohibited by law or otherwise provided in this MOU, the recipient shall: () Promptly notify the provider in writing of any legally enforcesble demand or request for nonpublic information of the provider (including, but not limited 10, a subpoena, court order, oral question, interrogatory, request pursuant to the Freedom of Information Act or State freedom of information law, or request by the U.S, Government Accountability Office): Gi) Provide the provider a reasonable opportunity to respond to the demand or ‘request prior to complying with the demand or request; and assert such appropriate legal exemptions or privileges on behalf of the provider as the provider may ressonably request bbe asserted; and(iii) Consent to application by the provider to intervene in any related action for the purpose of asserting and preserving any claims of confidentiality with respect to the provider’s nonpublic information, i, The parties agree that sharing of nonpublic information pursuant to this MOU will not constitute public disclosure and in no way constitutes a waiver of confidentiality or of any applicable privileges, including the examination privilege, or waives or alters any provisions of any applicable laws relating to nonpublic information. The parties expressly reserve all evidentiary privileges end immunities applicable to the nonpublic information shared under this MOU. j. ‘The parties recognize that nonpublic information may include information provided by another Federal agency to a party that the other Federal agency considers to be its record, though included in the records of a party and permitted to be used by that party for specific purposes. The parties acknowledge that if another Federal agency hes provided information to a party under terms that prohibit disclosure to any other party for purposes other than those permitted by that agency, the party in possession of that information will exelude that information from any material shared under this MOU. General Provisi a. Effective Date and Termination. ‘This MOU shall be effective on the date itis fully executed by the parties. This MOU may be terminated upon 30 days” prior written notice from the terminating party to the other party. b. Survival of Terms after Termination. The terms of this MOU shall remain in effect as to any information shared between the parties under the MOU and in the possession of the recipient after the termination of the MOU. ¢. Amendment. The parties may amend this MOU in writing and an amendment shall be incorporated into and become effective on the date itis fully executed by the parties. 4. Relation to Other MOUs or Agreements. The parties previously entered into @ Memorandum of Understanding Between the Bureau of Consumer Financial Protection and the U.S. Department of Education Concerning the Sharing of Information, dated October 19, 2011, pursuant to, in part, section 1035 of the Dodd-Frank Act (codified at 12 U.S.C. § 5535) (Section 3535 MOU). This MOU supersedes the Section $535 MOU and any other memorandum of understanding or agreement between the parties only as it elates to nonpublic information shared between Supervision and ED pursuant to this MOU. This MOU is not intended to and does not otherwise supersede the Section 5535 MOU or conflict with that MOU. [Signature Block on Next Page}(Consumer Financial Protection Bureau D.S. Department of Education By Reba Codec Br yen Jpecee, Lope fa hror4 {2 [20 | 201 Date Date