MASTER SERVICE AGREEMENT These parties relating to and referred as ( Customer/ and or Company ) and Industrial Bank as ( The Bank ), signifies authorization to Industrial Bank to initiate Debit, Credit, and modify entries on ( ) behalf through our internet banking network and E-services, ( ) hereby agrees to the following terms and conditions in addition to those contained in our Commercial Internet Banking & Master Agreement. The Bank reserves the right to modify any of these Terms and Conditions at any time, notice of which will be provided to the Company as required by applicable law. Except to the extent that they conflict with this agreement and these Terms and Conditions and Disclosures, the Bank's Electronic Fund Transfers Disclosures shall apply to the Internet Banking Service. This Agreement shall remain in effect until the Company (a) closes its Designated Account (defined below) or (b) notifies the Bank that the Company wishes to discontinue use of the Internet Banking Service and the Bank has a reasonable opportunity to act upon such notice. The services made available to you through the Internet Banking Service may be provided by third parties on behalf of the Bank. DEFINITIONS Entries as used in this Agreement means one or more instructions you transmit to Industrial Bank across our Internet Banking network and E-services network, by which you request that Industrial Bank pay, return, approve, checks, negotiable items and process checks. Also, transfer funds, payments and make a Debit Entry or a Credit Entry to one or more of your accounts. Where necessary, Debit Entries includes transmission to an automated clearinghouse Industrial Bank. Debit Entries include fees and charges applicable to processing a Debit Entry, as provided in this Agreement. The Rules as Industrial Bank in this Agreement underlines the rules relating to all of Industrial Banks Terms, Conditions, and Disclosures, Federal Regulatory and Compliance Agencies, Corporate Trade Payment Entries of the National Automated Clearing House Association and Industrial Bank are subject to updates and amendments. ( ) and Industrial Bank agree to comply with the Rules and Regulations, as they are incorporated into this Agreement by this reference, unless otherwise defined in this Agreement. The Following denote your accounts held with Industrial Bank: ACCOUNT NUMBER ACCOUNT NUMBER ACCOUNT NUMBER ACCOUNT NUMBER \ ACCOUNT NUMBER ACCOUNT NUMBER ACCOUNT NUMBER ACCOUNT NUMBER Industrial Bank reserves the right to debit Company accounts for all charges related to financial obligations stated under this Master Agreement and in relationship to our Commercial Internet Banking. 1
CASH MANAGEMENT ACCOUNTS AND AGREEMENTS Customer has requested the Bank to perform one or more cash management services for the Customer in connection with certain accounts held by the Customer at the Bank. The Bank has agreed to do so, subject to and in accordance with, the provisions of this Agreement and one or more separate service agreement (each a "Service Agreement"), which the Customer agrees to execute in connection with each cash management service requested by the Customer. Any account maintained by the Customer at the Bank shall continue to be governed by the applicable account agreements, signature cards, and the account rules and regulations from time to time established by the Bank. Checks and Drafts. If checks, drafts, or other items are needed in order for the Bank to operate pursuant to a Service Agreement, Customer agrees to comply with the check specification requirements necessary for Bank to provide the service. Prior to the issuance of any check, Customer agrees to submit voided sample checks for magnetic ink quality testing, along with other input tapes or supporting documentation satisfactory to the Bank, as might be required to operate this service. Checks issued prior to the express approval of the Bank may be returned unpaid to payee. Customer is responsible for any writing, printing, carbon band, or other material contained on, and the general condition of each check, draft, or item, and Customer's obligation to indemnify the Bank as provided in paragraph 8 hereof shall include, but not be limited to, any suit, claim or controversy arising out of or related to the inability of the Bank or any other party handling the check, draft, or item to handle it in a timely or proper manner under the Uniform Commercial Code, Regulation J, Regulation CC, Patriot Act, or any other law, regulation or rule, due to any writing, printing, carbon band, or other material contained on, or the general condition of the check, draft, or item. ENTRIES BY INTERNET Company/Customer may initiate Entries across our internet banking network, and Industrial Bank is willing to act as an Originating Depository Financial Institution (ODFI) with respect to such Entries, as provided in this Agreement. LIABILITY AND INDEMNIFICATION The Customer agrees that the Bank's responsibility to the Customer under this agreement and the Service Agreements shall be limited to the exercise of ordinary care. The Bank shall not be responsible under any circumstances to the Customer or any third party for delays or failures in performance caused by events beyond the Bank's reasonable control including, but not limited to, delays or failures resulting directly or indirectly from strikes, riots, war, military or national emergencies, Acts of God, natural disasters, fire, terrorist act, outages of computers or equipment, or failure of transportation, communication methods, or power. With respect to all claims or controversies raised by third parties, the Customer agrees to reimburse and indemnify the Bank for, and hold it harmless against any loss, liability, claim, cost, or expense (including but not limited to reasonable attorney's fees) of any kind arising out of or in connection with the performance by the Bank of its duties and obligations under this Agreement or any Service Agreement or of defending 2
against any such claim or liability. CUSTOMER EXPRESSLY AGREES THAT IN NO EVENT SHALL THE BANK BE LIABLE FOR LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH THE SERVICES CONTEMPLATED BY THIS AGREEMENT OR ANY SERVICE AGREEMENT EVEN IF THE BANK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PREPARATION OF ENTRIES Industrial Bank will prepare Pre-notifications and Entries on the basis of data your company transmits to Industrial Bank across our internet banking network or present manually to Industrial Bank. Such data ("Entry Data") shall be in the form, have the content, and be sent to Industrial Bank as described in the Electronic Banking Brochure/Agreement which was provided to Company/Customer at the new account opening. Industrial Bank may change, modify, or update these requirements and all Brochures/Agreement from time to time after thirty (30) days written notice to your business. Industrial Bank will have no obligation to act on Entry Data received that does not comply with the foregoing requirements, or to reverse, adjust, or stop payment or posting of any Entry Data received. The Company/Client, for Positive Pay Services, is responsible for daily uploading entries (checks) through internet banking as defined in this agreement. All entries must be uploaded for verification of payment. It is the sole responsibility of the client to approve/disapprove all entries. PAYMENT WITH RESPECT TO ENTRIES (a) Credit Entries. Company/Customer will pay to Industrial Bank immediately available funds in the amount of each Credit Entry the business transmits to Industrial Bank as Entry Data under this Agreement. Those funds shall be paid to Industrial Bank on the same day as the "Effective Date" of Credit Entry. Once received and verified Industrial Bank will credit the Account with the amount of each entry. (b) Debit Entries. Industrial Bank will credit the account with the amount of each Debit Entry transmitted to Industrial Bank by our Automated Clearing House. Funds shall be credited to your account on the same day as the "Effective Date" of the Debit Entry. NO CREDIT ENTRY WILL BE PROVIDED TO YOUR ACCOUNT UNTIL INDUSTRIAL BANK HAS RECEIVED FINAL SETTLEMENT THROUGH THE FEDERAL RESERVE BANK or otherwise final settlement and payment from the Receiving Depository Financial Institution. Industrial Bank is not obligated to make the credit entry to your Account until Industrial Bank has received such final settlement and payment. IF SUCH SETTLEMENT OR PAYMENT IS NOT RECEIVED, INDUSTRIAL BANK IS NOT OBLIGATED TO POST ANY CREDITS OR REFUNDS; and the Receiving Depository Financial Institution shall not be deemed to have paid the amount of the Entry. In the event a Receiving Depository Financial Institution, in accordance with the Rules, returns such an Entry after Industrial Bank has provided such credit, The business shall, upon demand, repay Industrial Bank the amount of such Entry. 3
(c )Checks. If checks, drafts, or other items are needed in order for the Bank to operate pursuant to a Service Agreement, Customer agrees to comply with the check specification requirements necessary for Bank to provide the service. Prior to the issuance of any check, Customer agrees to submit voided sample checks for magnetic ink quality testing, along with other input tapes or supporting documentation satisfactory to the Bank, as might be required to operate this service. Checks issued prior to the express approval of the Bank may be returned unpaid to payee. Customer is responsible for any writing, printing, carbon band, or other material contained on, and the general condition of each check, draft, or item, and Customer's obligation to indemnify the Bank as provided in paragraph 8 hereof shall include, but shall not be limited to, any suit, claim or controversy arising out of or related to the inability of the Bank or any other party handling the check, draft, or item to handle it in a timely or proper manner under the Uniform Commercial Code, Regulation J, Regulation CC, Patriot Act, or any other law, regulation or rule, due to any writing, printing, carbon band, or other material contained on, or the general condition of the check, draft, or item. (d) Transaction Maximums. Company/Customer agrees that the total dollar amount of Credit Entries or Debit Entries transmitted by Customer/Company to Industrial Bank on any one day shall not exceed the ACH Processing Limit set forth on Schedule B for Credit Entries or Debit Entries. Industrial Bank shall notify the business of any such entry as provided in Section 8. (e) Exceptions Any check presented to the Bank for payment that does not match the Positive Pay file will be an exception. The following sets forth the description of an exception: 1. Checks presented for payment to the Bank from the Federal Reserve (checks deposited at other financial institutions) not matching the Company s Positive Pay file will be an exception. The Company will render decisions for exceptions through the Bank s Corporate Online Banking Service. 2. Checks presented for payment at any of the Bank s banking centers not matching the Company s Positive Pay file will be an exception. The Company agrees to resolve all exceptions between the hours of 8:00 am (ET) and 10:00 am (ET). From time to time a representative from the Bank may contact the Company for instruction on exceptions. In the event a representative of the Bank is unsuccessful in contacting the authorized person for the Company by 12:00 pm (ET), the Bank will automatically return the items. You may designate an authorized contact person on the Positive Pay User Form/Addendum. RETURNED OR REJECTED ENTRIES Industrial Bank will provide your company with notice of the return or rejection of Entries as follows: Industrial Bank will contact your company electronically, by mail, by telephone or by fax no later than one business day after an Entry has been returned or rejected. Industrial Bank will also post the returned or rejected Entry to the Account, marked on 4
your statement as a rejection or an ACH Return, and will include the ID number of the person returning or rejecting the Entry and the reason given for return or rejection of the Entry. Industrial Bank may reject any Entry for any reason. Industrial Bank will not be liable to your company for the rejection of any Entry because the Business does not receive our notice of rejection, or because the business does not receive our notice of rejection at an earlier time than that provided in this Agreement. Industrial Bank is not required to pay your business interest on a rejected Entry for the period from rejection of the Entry to your receipt. RECEIVER AUTHORIZATIONS AND RESOLUTIONS Customer represents and warrants to the Bank that all necessary corporate or other action required to authorize the Customer to enter into this Agreement and any Service Agreement has been taken, and is evidenced by the Corporate Resolution, Partnership Certification, Unincorporated Association Certification, or Sole Proprietorship Certification attached to this Agreement; that the undersigned individual has full authority to execute this Agreement on behalf of the Customer; and that the execution and performance of this Agreement does not contravene the Customer's articles of incorporation, by-laws, partnership agreement, or any agreement to which the Customer is a party or by which it is bound. Customer agrees to furnish a certified copy of a Corporate Resolution, Partnership Certification, Unincorporated Association Certification or Sole Proprietorship Certification, in a form satisfactory to the Bank, authorizing Customer to execute and enter into this Service Agreement, and to perform in accordance with its terms. Before your Business initiates the first Entry to a Receiver's account, you must obtain from such Receiver an authorization to initiate one or more Entries to the Receiver's account. Such authorization must comply with the Rules outlined in the Electronic Funds Transfer Account Agreement and Disclosure which is provided at account opening. Each Entry will be subject to such authorization, and the business shall initiate no Entry after such authorization has been revoked or the arrangement between Industrial Bank and the Receiver has terminated. RECORD RETENTION Your business must retain Receiver authorizations for (7) year periods after they are terminated, and other documents related to Entries for a period of (7) years. The Business must immediately furnish such authorization and documents to Industrial Bank upon our request. REVERSALS, CANCELLATION, and AMENDMENT OF ENTRIES The Bank is hereby authorized to initiate, delete, or reverse entries as they are primarily intended for Industrial Bank in correcting erroneous debit or credit entries. Reversals refused by the receiving financial institution shall be the responsibility of the Customer. It is the responsibility of the Customer to authorize the return of a reversal. Customer must send or deliver to the Bank notification and reason for the correction prior to the time the reversing entry is made. It will be at Industrial Bank s discretion to determine if the reason is justified for reversal. 5
SECURITY PROCEDURES The purpose of the security procedures is to verify the authenticity of Entries transmitted to Industrial Bank in your business name and not to detect an error in the transmission of content of any Entry. Industrial Bank has not agreed to establish any security procedure for our detection of errors in the transmission of any Entry content. The Bank s responsibility, as it relates to security, is to protect your business information. Your business is solely responsible for establishing and maintaining procedures to safeguard against unauthorized transmissions. Your business warrants to Industrial Bank that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards and agrees to take reasonable steps to maintain the confidentiality of your business s security procedures and of any Industrial Banker IDs, PINs, passwords, codes, token, security devices and related instructions and instruments provided. If your business believes or suspects that any such information or instructions are known or have been accessed by unauthorized persons, your business agrees to notify Industrial Bank immediately. In addition, The Customer agrees that the Bank may act on instructions of anyone using a proper transfer code or computer access device until notified in writing to the contrary by the Customer. If the company has software that will create a Positive Pay File, the Bank s system can be customized to fit the Company s software formatting requirements. The Bank requires the Company to send the Bank a test file created by the Company s accounting software prior to submitting its Positive Pay File, which File will be reviewed and amended with the Company s consent to make certain that it complies with Industrial Bank s format and presents no foreseeable problem. UNAUTHORIZED ENTRIES An Entry delivered to Industrial Bank across its internet banking network using Industrial Bank s ID and PIN shall be effective as your business entry as provided in this agreement, even if the entry was not in fact authorized by your business, provided Industrial Bank has accepted the entry in compliance with the security procedures with respect to such Entry. AUTHORIZED ENTRIES An Entry delivered to Industrial Bank across its internet banking network transmitted or authorized by your business will be effective as your business Entry as provided in this Agreement. INCONSISTENT ENTRIES Company/Customer acknowledges and agrees that if an Entry describes the financial institution receiving the Entry (the Receiver ) inconsistently by name and account number, payment of the Entry transmitted by Industrial Bank to a Receiver may be made by the Receiver (or by Industrial Bank in the case of an ON-INDUSTRIAL BANK Entry) on the basis of the account number even if it identifies a person different from the named Receiver, and that your business s obligation to pay the amount of the Entry to Industrial Bank is not excused by the Bank in such circumstances. 6
TAPES AND RECORDS All magnetic tapes, entries, security procedures and records used by Industrial Bank for transactions contemplated by this Agreement shall be and remain our property. Industrial Bank may, in our sole discretion, make such information available to your business upon your business s request and after the execution of appropriate confidentiality agreements. Your business agrees to pay any expenses incurred in making any such information available to your business. NOTICES Except as otherwise provided in this Agreement, any written notice or other written communication required or permitted to be given under this Agreement shall be delivered or sent by United States mail, to Industrial Bank. Addressed to: Industrial Bank Operations/ Cash Management Office 4812 Georgia Ave NW Washington, DC 20011 Fax: (202) 722-2048 E-mail: CManagement@industrial-bank.com ADDENDUM/AUTHORIZED USERS/SIGNERS This Agreement may be signed in counterparts and all such counterparts shall be treated together as one agreement. Subsequent to the date of this Agreement, additional Customers may be added as parties hereto by the execution of an addendum. FINANCIAL INFORMATION Industrial Bank reserves the right to request financial records from your Business in order to evaluate continuation of services under this Agreement and/or to adjust transaction maximums described in Schedule B. Your business agrees to provide such requested financial information to Industrial Bank immediately with the specifications and format requested. TERMINATION OF AGREEMENT Industrial Bank reserves the right to terminate this agreement at any time. If said company decides to terminate the agreement any and all monies and fees owed must be paid prior to account closing. In addition, all checks which have been uploaded from Positive Pay must be approved/returned by the client prior to account closing. Industrial Bank may terminate this Agreement immediately and without prior notice if the Company fails to make any payment to the Bank when due. In WITNESS WHEREOF, the undersigned have duly executed the Agreement by their duly authorized officers. Business Name: Date: Authorized Signer: Title: 7
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned individual(s) hereby unconditionally guarantee each and every obligation of their business under its Agreement with the Industrial Bank and (Business Name), as the Customer, a copy of which is attached. In addition, the undersigned unconditionally agrees to indemnify Industrial Bank for any and all losses of whatever kind that the Bank may incur as a result of any fraudulent, improper or unauthorized files that may be opened or transactions that may be implemented or initiated in the Customer s name under the terms of the Agreement. This indemnity shall include any and all damages or cost sustained by Industrial Bank, including, without limitation, reasonable attorney s fees, and shall include indemnification from and against any claims made by third parties against the Bank arising out of any transactions under this Agreement. The Customer hereby represents and warrants to bank that the name(s) of the Authorized Industrial Banker(s) which are authorized to initiate or set up an ACH file(s)/batch(s) are correctly stated above. If at any time the Customer wishes to add or delete Authorized Industrial Banker(s), the Customer will submit a new Attachment 4 to the bank. Any changes will supersede all previous Industrial Bank Attachments. Customer Industrial Bank Personnel By: Sign here Print Name: Title: By: Print Name: Title: Date: Customer By: Sign here Print Name: Title: Date: Date: Industrial Bank Personnel By: Print Name: Title: Date: 8