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AAA,&, REGIONS
<br /> MASTER AGREEMENT FOR TREASURY MANAGEMENT SERVICES
<br /> (rev. 07/2009)
<br /> This Master Agreement for Treasury Management Services ("Master Agreement") applies to and governs the use of Services provided by and/or
<br /> through the Treasury Management Services department of Regions Bank . This Master Agreement supersedes and replaces all prior versions and
<br /> editions of the Master Agreement for Treasury Management Services as of the effective date set forth above. By enrolling for the use
<br /> of any
<br /> Service , or by using or allowing any others to use any Service in relation to any of Customer ' s Accounts , Customer accepts and agrees
<br /> to the
<br /> terms and conditions of this Master Agreement as may be in effect from time to time.
<br /> 1 . Definitions . The following definitions apply when the following terms are used in this Master Agreement:
<br /> "Account " means any deposit, loan , or other account maintained by Customer with Bank which is eligible for any Service and which
<br /> is used or affected in connection with the use of any Service. Bank reserves the right to determine the eligibility and/or ineligibility
<br /> of
<br /> any account for any Service at any time and from time to time, in Bank ' s sole and absolute discretion .
<br /> "Authorized User " means any person or entity authorized by Customer to use any Service or to access any Customer Account, or
<br /> reasonably believed by Bank to have been authorized by Customer to use any Service or to access any Customer Account, including
<br /> (without limitation) any person or entity to which Customer has provided or disclosed a Security Device or made
<br />available or
<br /> disclosed any Security Procedures , or any person or entity knowing or in possession of a Security Device or Security
<br /> Procedure
<br /> without regard to whether such person or entity gained access to or possession of the Security Device or Security Procedure
<br />from
<br /> Customer, and/or any person or entity expressly authorized to use any Service or access any Customer Account in any Customer
<br /> Profile or Service Schedule . Any Authorized User shall continue to be an Authorized User unless and until Customer has
<br /> notified
<br /> Bank, according to notification procedures prescribed by Bank , that such person or entity is no longer an Authorized User and
<br /> until
<br /> Bank has had a reasonable opportunity to act upon such notice .
<br /> "Bank " means and refers to , as the context may require, Regions Bank or any affiliate of Regions Financial Corporation with which
<br /> Customer has established one or more Accounts , and/or any agent, independent contractor, designee, or assignees that Bank may, in
<br /> its sole discretion, involve in the provision of the Services .
<br /> "Confidential Information " means any and all documents , materials , data and/or information , in whatever form or format (including ,
<br /> without limitation , electronic media) , which relates to any Service (including, without limitation, the Service Materials and Bank '
<br />s
<br /> product and service pricing structure , system design , and programming techniques), and any other information which Bank designates ,
<br /> orally or in writing, as confidential or proprietary information or which Customer has reason to know is confidential or proprietary
<br /> information ; provided , however, that notwithstanding the foregoing, Confidential Information shall not include information which is
<br /> proprietary information of Customer, or which becomes generally available to the public other than as a result of a disclosure by
<br />or
<br /> through Customer, or its agents , employees , representatives , contractors , subcontractors , successors or assigns , or which becomes
<br /> available to Customer on a non -confidential basis from a source other than Bank , provided that such source is not
<br /> bound by a
<br /> confidentiality agreement with Bank or is not otherwise prohibited from transmitting the information by a contractual , legal
<br /> or
<br /> fiduciary obligation .
<br /> "Customer " means and refers to, as the context may require , each and every person or entity which now or hereafter is an Account
<br /> holder with respect to, or has any interest in , any Account, and each and every person or entity which now or hereafter subscribes to or
<br /> uses any of the Services .
<br /> " Customer Profile " means any enrollment or informational document or form required or approved by Bank that is completed
<br />,
<br /> submitted , or executed by or on behalf of Customer and that requests Bank to provide any Services , provides specifications relating to
<br /> the provision of Services , or provides other information or confirmation relating to Customer' s use of any Services, as amended from
<br /> time to time .
<br /> "Security Device " means, without limitation , any code , password , personal identification number, user identification technology,
<br /> token , certificate, or other element, means , or method of authentication or identification used in connection with a Security Procedure .
<br /> "Security Procedure " means any process or procedure established between Customer and Bank for the purpose of verifying that
<br /> communications , orders , instructions , or inquiries regarding a Service transaction or other Service activity are those of Customer,
<br /> and/or for the purpose of authenticating Customer or its Authorized Users in connection with Customer' s use of the Services , and/or
<br /> for the purpose of authorizing transactions and other activity through the use of the Services , which process or procedure may or may
<br /> not involve the use of a Security Device , as set forth in any applicable Customer Profile , Service Schedule , or User Guide.
<br /> "Service " means any feature , functionality, product, and/or service provided , managed, or administered by or through
<br /> Bank 's
<br /> Treasury Management Services department, as evidenced by and/or described in any Service Schedule , User Guide, or Customer
<br /> Profile .
<br /> "Service Materials " means , without limitation , any and all equipment, hardware, software , computer programs (together with the
<br /> Object and source codes therefore, and any updates , upgrades , fixes , and enhancements thereto), operational manuals , documentation ,
<br /> User Guides , instructions , records , tiles , systems , marks , designs , inventions, processes , improvements and enhancements
<br /> to
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