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2023-236
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2023-236
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Last modified
11/21/2023 3:59:54 PM
Creation date
11/9/2023 2:39:04 PM
Metadata
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Template:
Official Documents
Official Document Type
Agreement
Approved Date
10/31/2023
Control Number
2023-236
Agenda Item Number
8.K.
Entity Name
TD Bank
Subject
Cash Management Master Agreement for Banking and Lockbox Services
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reasonable measures, including, without limitation, retaining <br />computer forensic experts, to determine the scope of any <br />data or transactions affected by any Data Breaches, <br />providing all such determinations to Bank. <br />29. Audit. Bank has the right to periodically audit <br />Customer's compliance with the NACHA Rules, U.S. law <br />and Bank policies, including, but not limited to, this <br />Appendix. <br />30. Records. All electronic or other files, Entries, <br />Security Procedures and related records used by Bank for <br />transactions contemplated by this Appendix shall be and <br />remain Bank's property. Bank may, in its sole discretion, <br />make available such information upon Customer's request. <br />Any expenses incurred by Bank in making such information <br />available to Customer shall be paid by Customer. <br />31. Termination. The parties may terminate this <br />Appendix in accordance with the terns and conditions of the <br />parties' Cash Management Master Agreement. In addition, <br />if Customer breaches the NACHA Rules or causes Bank to <br />breach the NACHA Rules, this Appendix may be terminated <br />or suspended by Bank upon ten (10) Business Days' notice, <br />or such shorter period as may be provided in the parties' <br />Cash Management Master Agreement. Any termination of <br />this Appendix shall not affect any of Bank's rights and <br />Customer's obligations with respect to Entries initiated by <br />Customer prior to termination, the payment obligations of <br />Customer with respect to services performed by Bank prior <br />to termination, or any other obligations or provisions that by <br />the nature of their terms survive termination of this <br />Appendix, including without limitation Sections 2, 5, 10, 12, <br />13, 14, 18, 20, 21, 22, 27, 32, 33 and 34. <br />32. Cooperation in Loss Recovery Efforts. In the <br />event of any damages for which Customer or Bank may be <br />liable to the other or to a third party relative to the Services, <br />both parties shall undertake reasonable efforts to cooperate <br />with the other, as permitted by applicable law, in performing <br />loss recovery efforts and in connection with any actions that <br />Customer or Bank may be obligated to defend or elects to <br />pursue against a third party. <br />33. Governing Law. In addition to the terms and <br />conditions of the parties' Cash Management Master <br />Agreement, the parties agree that if any payment order <br />governed by this Appendix is part of a funds transfer subject <br />to the federal Electronic Funds Transfer Act, then all actions <br />and disputes as between Customer, or any Third -Party <br />Service Provider acting on Customer's behalf, and Bank <br />shall be governed by Article 4-A of the Uniform <br />Commercial Code, as varied by this Appendix. <br />34. Effectiveness. Customer agrees to all the terms <br />and conditions of this Appendix. The liability of Bank under <br />this Appendix shall in all cases be subject to the provisions <br />of the Cash Management Master Agreement, including, <br />without limitation, any provisions thereof that exclude or <br />limit warranties made by, damages payable by or remedies <br />available from Bank. This Appendix replaces and <br />supersedes all prior agreements on file with respect to the <br />services described herein and shall remain in full force and <br />effect until termination or such time as a different or <br />amended Appendix is accepted in writing by Bank or the <br />Cash Management Master Agreement is terminated. <br />CAP ID 88442 0722 <br />
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