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Last modified
12/8/2016 2:26:27 PM
Creation date
12/8/2016 2:26:09 PM
Metadata
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Template:
Official Documents
Official Document Type
Agreement
Approved Date
12/06/2016
Control Number
2016-204
Agenda Item Number
8.B.
Entity Name
TD Bank N.A.
Subject
Cash management Master Agreement
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A TRU- Copy <br /> CERTIFICATION, CN LAST PAGE <br /> J.R. SMITH, CLERK <br /> 4. Secure FTP(SFTP)Transmission. 5.2 The technical requirements for Secure <br /> 4.1 This method of data transmission Software include an Internet connection. <br /> permits Customer to deliver to and/or receive files from a 5.3 Files for transmission through Secure <br /> Bank-maintained SFT? server. Files transfers through Software are encrypted using SSL. SSL is an open protocol <br /> SFTP communications are encrypted using Secure Shell for securing data communication across computer networks <br /> ("SSI4"). SSH is an open protocol for securing data that provides a secure channel for data transmission <br /> communication across computer networks providing a through its encryption capabilities. SSL allows for the <br /> secure channel for data transmission. The encryption used transfer of digitally-signed certificates for authentication <br /> by SSH is intended to provide confidentiality and integrity procedures and provides message integrity to protect <br /> of data over an unsecured network, such as the Internet. against data being altered en route.Bank and Customer will <br /> SSH uses public-key cryptography to authenticate the perform, to their mutual satisfaction, connectivity testing <br /> remote computer and allow the remote computer to between platforms and encryption testing on transmitted <br /> authenticate the user,if necessary. files prior to Customer's use of the Services via Secure <br /> 4.2 Customer has the option to push files to Software. <br /> Bank's SFTP server or have Bank pull Customer's files. 6. SWIFT Transmission. <br /> For Customer push, Bank will create a drop-box directory <br /> on the SFTP server and provide Customer with a user 6.1 This method of transmission provides <br /> name, password, and URL/domain name. Customer must Customer with the ability to use Society of Worldwide <br /> provide an external IP address of the location sending files Interbank Financial Telecommunications operating as <br /> so that Customer's IP address can be added to access S.W.I.F.T. SCRL, Limited Liability Cooperative Society <br /> control lists within Bank's firewalls. For Bank to pull ("SWIFT")messaging services as described in this Section <br /> Customer's files, Bank will need a user name, password, to engage in certain electronic communications with Bank <br /> URL/domain name, and directory from Customer so that (hereinafter the "SWIFT Services"). With the SWIFT <br /> Bank can pull files from Customer's SFT? servers. Bank Services, Customer may: (1) transmit certain SWIFT <br /> and Customer will perform, to their mutual satisfaction, messages and documents to Bank and receive certain <br /> connectivity testing between platforms prior to Customer's SWIFT messages and documents from Bank and other <br /> use of the Services. financial institutions, using SWIFT FIN and/or SWIFTNet <br /> FileAct, the latter of which is a file transfer service that <br /> 4.3 Customer also has the option for Bank allows the transmission of messages and documents over <br /> to push Customer files (recommended by Bank) or the SWIFT network in all formats agreed upon by Bank, <br /> Customer can pull the files from Bank's SFTP server. For and(2)transmit and receive SWIFT Instructions(as further <br /> Bank to push Customer's file, Bank needs Customer's described below)from Bank and other financial institutions <br /> URL/domain name, unique user name, password, and in connection with certain Cash Management Services as <br /> directory. For Customer to pull files from Bank's SFTP agreed by the parties from time to time. Bank is a <br /> server, Customer must provide the external IP address of participating depository financial institution in SWIFT. <br /> the location pulling the files so that Customer's IF address <br /> can be added to access control lists within Bank's firewalls. 6.2 SWIFT Rules. The"SWIFT Rules"are <br /> If Customer chooses to pull files from Bank's SFTP server, the documents and other publications as amended by <br /> then files must be PGP encrypted,since files will reside on SWIFT from time to time that Customer may access at <br /> an SFTP server within Bank's DMZ. Bank will need www.swift.com, whether in paper or electronic format, <br /> Customer's public PGP key so that Bank can encrypt files. providing specific terms and conditions and other details <br /> Bank and Customer will perform, to their mutual relating to the provision and use of the SWIFT Services, <br /> satisfaction, connectivity testing between platforms and including without limitation the SWIFT Contractual <br /> encryption testing (if necessary) on transmitted files prior Arrangements; the SWIFT General Terms and Conditions; <br /> to Customer's use of the Services. the SWIFT Service Bureau Policy and the SWIFT Data <br /> Retrieval Policy; the SWIFT MA-CUG, SCORE and <br /> 4.4 Customer will need an FTP client TRCO Service Descriptions and any other SWIFT Service <br /> capable of using the SSH protocol. If Customer decides to Descriptions applicable to the SWIFT Services; and the <br /> pull files from Bank, Customer will need an SWIFT On-line Support Service information. This <br /> application/utility capable of creating a PGP key pair and Appendix,the SWIFT Services provided hereunder and the <br /> decrypting PGP files. rights and obligations of the parties hereto shall be subject <br /> to the SWIFT Rules,as they may be amended from time to <br /> 5. Secure Software. time. The parties agree to comply with the SWIFT Rules <br /> 5.1 This method of data transmission involves and to be aware of and comply with changes or updates to <br /> the use of a Java®-based program that serves as a secure the SWIFT Rules. <br /> access channel through which information may be 6.3 SWIFT Instructions. <br /> exchanged between Customer's Computer and Bank. This <br /> software is provided by Bank and must be installed on a 6.3.1 Bank may honor and act <br /> Customers Computer or network. Secure Software upon any authenticated SWIFT message,communication or <br /> facilitates the secure transfer of files both to and from instruction, including any Payment Orderereinafter a <br /> Customer's network location. "SWIFT Instruction") received in Customer's name or <br /> HCk 4846.4388-3572 v I Page 51 of 58 0716 <br /> L <br />
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