A Cash Management Agreement is an agreement between a business customer and a bank for cash management services to be provided by the bank. This template document provides standard clauses, including that the bank makes no representations or warranties, express or implied, with respect to the merchantability of the services provided, that the client needs to complete an application listing the accounts the client wishes to access with the services, that the bank will deduct fees and charges from the client’s account, and that the bank has limited liability among others. The agreement can be used for some or all of the bank accounts the business customer holds with the bank.
A Cash Management Agreement is an agreement between a business customer and a bank for cash management services to be provided by the bank. This template document provides standard clauses, including that the bank makes no representations or warranties, express or implied, with respect to the merchantability of the services provided, that the client needs to complete an application listing the accounts the client wishes to access with the services, that the bank will deduct fees and charges from the client’s account, and that the bank has limited liability among others. The agreement can be used for some or all of the bank accounts the business customer holds with the bank. CASH MANAGEMENT AGREEMENT THIS CASH MANAGEMENT AGREEMENT (the “Agreement”), made this ____ day of _____________, 2____, by and between __________________ (the “Customer”) and _________________ (the “Bank”). THE CUSTOMER AND THE BANK HEREBY AGREE AS FOLLOWS: This Agreement sets forth the entire terms and conditions of the cash management services (the “Services”) to be provided to Customer by the Bank. By the Customer’s use of the Services, the Customer hereby agrees to be bound to the terms and conditions of this Agreement. 1.00 SERVICES 1.01 The Bank shall notify the Customer when the Services are available for use by the Customer. In the event the Customer requires any additional Services in the future, such Services shall be governed pursuant to the terms and conditions of this Agreement, unless otherwise stated by the Bank in writing to the Customer. 2.00 EQUIPMENT FOR SERVICES 2.01 The Customer acknowledges that it is responsible for obtaining and maintaining any equipment which may be necessary to carry out the Services provided by the Bank, including but not limited to, telephones, modems, computers and terminals. 2.02 The Customer acknowledges that the Bank may, from time to time, upgrade or change its programs and systems for the Services and the Client shall be responsible for ensuring that the Client’s equipment is compatible with the Bank’s programs and systems for continued use of the Services. 2.03 The Customer acknowledges and agrees that the Bank shall not be held liable or responsible at any time or times for any incompatibility of any equipment used by the Client for the Services. 3.00 REPRESENTATIONS AND WARRANTIES 3.01 The Bank makes no representations or warranties, express or implied, in law or in fact, including but not limited to any implied warranty of fitness for a particular purpose or of merchantability with respect to the Services or any computer programs, equipment or software made available to the Client. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 3.02 The Client hereby agrees that it shall immediately notify the Bank in the event any software provided by the Bank to the Client becomes defective or ceases to operate. In the event the Client notifies the Bank of any defect in software, the Bank shall be responsible to repair and/or replace such defective software. 3.03 The Client hereby agrees that it shall follow and comply with all terms of any software licenses provided to the Client by the Bank for the Services. The Client further agrees that it shall not transfer, distribute, copy or in any way modify such software unless the Client has obtained written authorization from the Bank to do so. 3.04 The Client acknowledges that any software or programs provided to the Client by the Bank shall remain at all times the Bank’s sole property and the Client shall return all such property to the Bank upon request. 4.00 ACCOUNTS 4.01 The Client shall complete an application which shall list all accounts of the Client that the Client wishes to access with the Services. In the event the accounts listed on the Client’s application contain accounts of the Client’s subsidiaries, affiliates or parent company, the Client hereby represents and warrants to the Bank that the Client has obtained written authorization from a duly authorized agent of each such subsidiary, affiliate or parent company to access the accounts through the Services, and shall provide such written authorization to the Bank. 4.02 The Client acknowledges that it can only access the accounts listed on the application provided to the Bank and may change, add or delete any accounts by notifying the Bank and completed the prescribed forms. 4.03 The Client will have access to the accounts through the Service seven days a week, twenty-four hours a day. The Client acknowledges that from time to time the Services may not be available for a short period of time due to routine maintenance or upgrades by the Bank. 5.00 FEES 5.01 The Bank will pay all required fees and charges for use of the Services as set by the Bank. The Client acknowledges that the fees and charges are subject to change from time to time. 5.02 The Client acknowledges and agrees that the Bank will deduct the fees and charges from any of the accounts maintained by the Bank through the Services, and the Client agrees to pay any additional charges for services the Client requests that are not covered by this Agreement. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 5.03 The Client further acknowledges and agrees that it will be responsible for telephone, internet service and any other third party fees the Client incurs in connection with the Client’s use of the Services. 6.00 PROCESSING INFORMATION 6.01 The Client acknowledges that the Bank shall not be held liable for responsible for the accuracy or completeness of any information provided to the Bank by the Client and the Bank is not responsible for confirming such information provided by the Client is accurate. 6.02 The Client hereby acknowledges that the Services provided to the Client by the Bank cannot be completely free from any operator, programming or equipment error and that all errors in processing and compiling data may occasionally occur. The Client agrees that it shall review and verify all information to ensure accuracy. 6.03 In the event the Bank is unable to provide the Services or any reason whatsoever, the Bank will promptly inform the Client of the problem and shall take all reasonable steps to resume the Services.. 7.00 PASSWORDS 7.01 The Client hereby acknowledges and agrees that it shall change the passwords it assigns to its employees on a regular basis, but no less frequently than every ninety (90) days. 7.02 The Client acknowledges and agrees that it will change any and all temporary passwords promptly after the Client is given access to the Services for the first time and whenever anyone who has had access to the Client`s security code is no longer employed or authorized by the Client to use the Services. 7.03 The Client acknowledges that the Bank may deny access to the Services without prior notice if the Bank is unable to confirm, to its satisfaction, any person's authority to access the Services or if the Bank believes such action is necessary for security reasons. 8.00 LIMITATION OF LIABILITY 8.01 The Bank will be liable to the Client only for any damages arising directly from the Bank`s intentional misconduct or gross negligence in the performance of the Services. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 8.02 The Bank will not be held responsible or liable for any loss, delay, cost or liability which may arise or arises, directly or indirectly from the Client`s actions or omissions or those of a third party that are not within the immediately and reasonable control of the Bank, the Client`s negligence or breach of any agreement with the Bank or the failure or delay in the transmission or delivery of data, records or items due to a breakdown in any computer or communications facility, any accidents, strikes, labor disputes, civil unrest, fire, flood, water damage or acts of God or causes beyond the Bank`s reasonable control. 8.03 The Bank shall not be liable or responsible under any circumstances for special, indirect, or consequential damages that the Client incurs as a result of the Bank`s actions or omissions, even if the Bank is aware of the possibility of such damages. 8.04 Any claim, action or proceeding by the Client to enforce the terms of this Agreement or to recover for any Service-related loss must be commenced within one (1) year from the date that the event giving rise to the claim, action or proceeding first occurs. 9.00 INDEMNIFICATION 9.01 The Client will indemnify, defend and hold the Bank harmless from or against any and all loss, liability, cost, charges, or other expenses (including reasonable attorneys’ fees) which the Bank may incur or be subject to, arising out of or related directly or indirectly to any breach by the Client of its obligations under this Agreement. 10.00 TERMINATION 10.01 In the event the Client provides written instructions to the Bank to cancel the Services, the Bank shall, within _____ (__) business days, terminate the Client`s access to the Bank`s system and the Services. 10.02 The Client acknowledges and agrees that it will be held responsible and liable for any and all transaction which have occurred prior to the termination of the Services, whether termination was by the Client or the Bank and the Client will be held responsible and liable for any and all fees and charges incurred prior to the date of cancellation of the Services. 10.03 The Client hereby acknowledges and agrees that the Bank may terminate the Services to the Client for any of the following reasons: (i) in the event the Client has insufficient funds in any of the Client`s account or in the event the Client breaches any terms of this Agreement; and (ii) upon reasonable notice by the Bank to the Client, in the Bank`s sole discretion. In the event the Client wishes to contact the Bank, the Client may do so by writing to the Bank at _____________________________________________. The Bank may write to the Client at the most current address of the Client on the Bank`s records. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 11.00 MISCELLANOUS PROVISIONS 11.01 The Client will be held solely liable and responsible for the acts and omission of any agents of the Client and the Client agrees to indemnify and hold the Bank harmless from any actions, claims, proceedings, damages, losses and costs which the Client or the Bank incurs as a result of any actions or omissions of any agents of the Client. 11.02 This Agreement may be amended by the Bank at any time by providing written notice to the Client. 11.03 This Agreement constitutes the entire agreement between the Client and the Bank and supersedes all prior agreements, whether written or oral. 11.04 The Client hereby agrees that it shall comply with all applicable laws and regulations of the applicable jurisdiction while using the Services. 11.05 The Bank has the right at any time to assign this Agreement to any third party that is affiliated with the Bank. The Client may not assign its rights or obligations under this Agreement to any third party without prior written consent of the Bank. 11.06 In the event any provision of this Agreement is found to be void or unlawful, the remainder of this Agreement will remain in full force and effect. 11.07 This Agreement shall be governed by the laws of the State of _______________. THE UNDERSIGNED each acknowledge that they have read and agree to the terms and conditions of the Agreement and agree to adhere to the terms and conditions of the Agreement, as it may be amended from time to time by the Bank. (CLIENT) Per: Authorized Signing Officer Authorized Signing Officer © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6
Pages to are hidden for
"Cash Management Agreement"Please download to view full document