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<br /> BB&T
<br /> TREASURY SERVICES AGREEMENT
<br /> THIS AGREEMENT is made this day of ,20___,by and between
<br /> ("Customer")and
<br /> ( ) Branch Banking and Trust Company("Bank")
<br /> O Branch Banking and Trust Company of South Carolina("Bank")
<br /> O Branch Banking and Trust Company of Virginia("Bank")
<br /> 1. Services: Subject to the terms and conditions contained in this Agreement, the Commercial Bank Services Agreement ("CBSA") and any
<br /> Attachment which describe specific Treasury Services("Services")(whether attached hereto or relating to any Service requested subsequent to
<br /> the date of this Agreement), each of which are incorporated herein by reference, Bank will furnish Customer with those Services that it may
<br /> request. Customer agrees to pay for all said Services in accordance with this Agreement and the Bank's current fee schedule for such Services.
<br /> Initiation by Customer of any Services constitutes acceptance of the terms and conditions of this Agreement, the CBSA and any applicable
<br /> Attachment.
<br /> 2. Customer's Duties. Customer shall:
<br /> a) Perform and observe all conditions, covenants and restrictions as set forth in this Agreement and any Attachments, and if required by a
<br /> particular Service,maintain,at a minimum,a Deposit Account at Bank subject to the CBSA.
<br /> b) Pay any bill rendered by Bank within 30 days after the billing date and grant to the Bank a right of set-off in all of Customer's deposit
<br /> accounts for any bills,costs or expenses owed to Bank under this Agreement or any Attachment.
<br /> c) Wan-ant that Customer is fully authorized to effect transaction concerning any account, whether or not in Customer's name, that at
<br /> Customer's request is the subject of,or is affected by,any Service.
<br /> d) Carefully examine any statement,notification or confirmation of a transaction and notify the Bank within 30 days of the statement date of
<br /> any errors,discrepancies or fraudulent transactions. Customer agrees that the Bank will not be liable for any erroneous,unauthorized or
<br /> fraudulent transaction resulting from the Customer's failure to safeguard any security or access device used in connection with any Services
<br /> or its failure to reasonably supervise its employees or agents entrusted with the security or access devise. Customer agrees to conduct a
<br /> detailed background check of all employees or agents having authority to implement any cash management transaction and to periodically
<br /> check such others' work. The Customer further agrees that the Bank will not be liable for any erroneous, fraudulent or unauthorized
<br /> transaction which was not otherwise caused by the Bank's gross negligence or willful misconduct.
<br /> e) Indemnify and hold Bank, its affiliates, subsidiaries, officers, directors and employees harmless against any claim, loss, damage,
<br /> deficiency,penalty,cost or expense resulting from: (a)any breach or default by the Customer in the performance or observance of this or
<br /> any other Agreement; (b) any negligence or willful misconduct of the Customer; (c) incorrect, incomplete, or inaccurate data or
<br /> information furnished by Customer to Bank;(d)any action taken by Bank(i)at the direction of Customer or its agent,(ii)at any direction
<br /> authenticated by any device, symbol, or code assigned to or chosen by Customer in connection with a Service (unless Bank has actual
<br /> knowledge that such direction is unauthorized),or(iii)in accordance with the procedures set forth in any Attachment.
<br /> 3. Bank's Duties. Bank shall:
<br /> a) Instruct Customer and its personnel in the proper use and operation of the Service(s)furnished herewith.
<br /> b) Exercise ordinary care in the performance of Bank's obligations under this Agreement and any Attachment,including the maintenance of
<br /> the confidentiality of Customer's account and of any identification device,symbol,or code utilized by Customer in obtaining a Service.
<br /> c) Not be responsible for any liability, loss or damage resulting from any delay in its performance of, or from any failure to perform, its
<br /> responsibilities under this Agreement or any Attachment, or for any error in transmission which: (i)was not caused by the Bank's gross
<br /> negligence or willful misconduct; (ii) results from any malfunction, including date related processing, that may occur in Customer's
<br /> computer software or computer system;or(iii)from an act of God;a natural catastrophe or event,whether or not abetted or aggravated by
<br /> human or unnatural agencies; the unavailability,interruption, or malfunction of communications facilities or utilities; acts of, delays, or
<br /> failures to act by other banks or financial institutions, intermediaries or their personnel; and criminal acts by persons other than Bank
<br /> personnel;or any other circumstances beyond the Bank's control.
<br /> d) Consistent with any security procedures agreed upon between Bank and Customer, confirm the identity of any person executing a
<br /> transaction pursuant to this Agreement or any Attachment. The Bank,otherwise,may rely upon any written or verbal instruction by any
<br /> person if the bank reasonably believes such authority is genuine and shall not be liable or responsible for any action taken or not taken in
<br /> accordance thereof.
<br /> e) Indemnify and hold Customer harmless against any loss,damage,deficiency,penalty,cost or expense claims brought against Customer to
<br /> the extent that such claims arise out of the Bank's gross negligence or willful misconduct. Any liability of Bank to Customer shall be
<br /> limited to direct losses suffered by Customer, not to exceed the sum of the fees and charges then imposed for Services purchased by
<br /> Customer hereunder for a period of one year.
<br /> EXCEPT AS PROVIDED IN THIS AGREEMENT, THE BANK MAKES NO REPRESENTATION OR WARRANTY, WHETHER
<br /> STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LMTATION ANY WARRANTIES OF MERCHANTABILITY OR
<br /> FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT AND UNDER ANY CIRCUMSTANCES SHALL BANK BE LIABLE FOR ANY
<br /> Rev.3/99 F0003560027
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