DBP DIGITAL BANKING PORTAL MASTER AGREEMENT

CORPORATE NAME DATE

COMPANY ADDRESS

BRANCH OF ACCOUNT NATURE OF BUSINESS BUSINESS TYPE (i.e. Sole Prop, Coop, Corporation)

MARKET SEGMENT RELATIONSHIP OFFICER (if applicable)

TAX ID NO. GSIS/SSS EMPLOYER NO. PHILHEALTH EMPLOYER NO. PAG-IBIG EMPLOYER NO.
400-655-595-000 1000025417 015000002875 206500310005
CONTACT PERSON DESIGNATION CONTACT NUMBER EMAIL ADDRESS

The Corporate Code will be used to create your DBP Digital Banking Portal account. Alternate codes will be used if preferred code is taken. (Max of 5 alphanumeric characters)
PREFERRED CORPORATE CODE ALTERNATE CORPORATE CODE ALTERNATE CORPORATE CODE

ACCOUNT INFORMATION
ACCOUNT NUMBER ACCOUNT NAME CURRENCY ACCOUNT TYPE SPECIAL INSTRUCTIONS
(if any)
 PHP  Current  Savings
 USD  Trust  Loan
 PHP  Current  Savings
 USD  Trust  Loan
 PHP  Current  Savings
 USD  Trust  Loan
 PHP  Current  Savings
 USD  Trust  Loan
SERVICES TO BE AVAILED Please select which services you wish to avail.
STANDARD SERVICES / Account Portfolio / Transaction History  Statement of Account  FT Own Account  FT Third Party  Interbank FT
SPECIAL SERVICES  Outward Remittance  Checkbook Reorder  Stop Payment Order
COLLECTIONS  Post-dated Check Warehousing  Auto-Debit Arrangement  Accounts Receivable Reconciliation
ACCOUNTS & LIQUIDITY  Accounts Sweeping  Reverse Accounts Sweeping
DISBURSEMENTS  Bills Payment  Payroll Crediting  Auto-Credit Arrangement  Manager's Check  Corporate Check
EIPP  EIPP-Buyer  EIPP-Seller
WORKFLOW MODEL FOR APPROVAL OF TRANSACTIONS
 MAKER → VERIFIER → AUTHORIZER → RELEASER  MAKER → AUTHORIZER
 MAKER → VERIFIER → AUTHORIZER  NO WORKFLOW → RELEASER
 MAKER → AUTHORIZER → RELEASER / NO WORKFLOW

AUTHORIZATION MATRIX Select only one authorization matrix - Based on No. of Users or Based on Class of Users. Please use additional sheets if necessary.
TRANSACTION LIMITS (i.e. Amount Range)  Number of Users  Class of Users SPECIAL INSTRUCTIONS
Minimum Amount Maximum Amount M V A R User Class A User Class B (if any)

 No Transaction Limit M V A R M V A R

SYSTEM ADMINISTRATORS INFORMATION

ENLISTER
Last Name First Name Middle Name Tax ID No.
ANOC ELMAR GICOLE 458-509-983-000
Landline Number Mobile Number E-mail Address
N/A 09053667215 elmar.anoc@deped.gov.ph
ENABLER
Last Name First Name Middle Name Tax ID No.
RANALAN ANGELITA SUMILLANO 128-329-874-000
Landline Number Mobile Number E-mail Address
(08822) -725239 09778236462 angelitarans428@yahoo.com
Affixing your signature/s below indicates that you have read, understood, and agreed to be bound by the DBP Digital Banking Portal Master Agreement and its terms and conditions

SIGNATURE OVER PRINTED NAME SIGNATURE OVER PRINTED NAME

TITLE/POSITION DATE SIGNED TITLE/POSITION DATE SIGNED

FOR BANK USE ONLY (PLEASE DO NOT FILL OUT BELOW THIS LINE)
DATE RECEIVED REMARKS

TRANSACTION
REFERRING UNIT BRANCH OF ACCOUNT CASH MS OPERATIONS
BANKING DEPT
REFERRED BY: APPROVED BY: REVIEWED BY: SIG. VERIFIED BY: APPROVED BY: ENROLLED BY:

APPROVED BY:
Marketing Officer Immediate Supervisor
Date: Date: Date: Date: Date: Date:

OCL 05717
(Rev 3 – 12Jan18)
 Terms and Conditions
For consistency and brevity, the words “I”, “me”, “my”, “mine”, and “User/s” refer to the Customer who is enrolled or is enro lling in DBP Digital Banking Portal (hereafter, the “DBP
Online”). The words “Bank”, “you”, and “your” refer to Development Bank of the Philippines or “DBP” for short. The word “Customer” refers to the person(s) or juridical entities who singly
or jointly own an account with DBP. "Business Day" shall mean any day on which commercial banks are open for business in the Philippines, excluding Saturdays, Sundays, legal and
bank holidays. “Agreement” shall refer to this Master Agreement for the DBP Online Facility: Account Viewing, Funds Transfers and Upload Modules (hereinafter referred to collectively as
the “Modules”), as may be amended, supplemented or extended from time to time. “Facility” shall refer to the Modules using the DBP Online Facility and its corresponding services. “Payroll
Date” shall refer to the day when the Customer intends the payroll credit instructions transmitted to the Bank to be effected. References to Sections are to sections of this Agreement
unless the context requires otherwise. “Enlister” is an access creation administrator. The Enlister creates access rights of other corporate users, enroll additional accounts & bills payment
merchants. “Enabler” is an access approver administrator. The Enabler approves enrollment requests of the Enlister and in-charge of User access maintenance i.e reset corporate user
account. “Third Party Account” is an enrolled DBP account not under the name of the Client enrolled in DBP Online. The headings are inserted for convenience only and shall not affect
the construction of this Agreement.

I. GENERAL PROVISIONS
A. The Bank allows the Customer the following transaction capabilities using the DBP Online Facility:
1. Accounts Inquiry
1.1. Account balance information may indicate the balance as of the date indicated or as of the last upload preceding the date indicated onscreen.
1.2. The account statement shall reflect transactions posted as of last batch processing time as determined by the Bank.
1.3. Download, print and / or save the transaction history.
2. Funds Transfers
2.1. Only cleared and withdrawable balances of the Customer’s enrolled/nominated accounts shall be considered for funds transfers subject to limits that may be set by
the Bank. In case of insufficient funds in the account and/or violation of limits, said funds transfer request will automatically be cancelled and the Bank will not be
required to make any further attempt to perform the transfer. The Bank shall have no obligation or liability if the transfer is not completed due to insufficiency of
funds in the Customer’s account or violation of limits. In all cases, it is the Customer’s responsibility for making alternate arrangements for the transfer.
2.2. In the case of multiple funds transfers coming from one (1) account and the account has only enough balance to make some but not all funds transfers, the Bank
may determine, based on First In First Out (FIFO) method which of the transfer requests to complete, or to reject the entire instruction.
2.3. Cancellation of Scheduled Funds Transfer should be done through DBP Online at least one (1) Business Day before the scheduled date taking into account the
transaction cut-off time.

B. To avail of other service Module(s) of the DBP Online, the Customer shall enroll for such Module(s) as indicated above by affixing a mark for the particular Module
being availed of. By signing on the signature space above, the Customer signifies its agreement to be bound and governed by all operational rules and the other terms
and conditions in this Agreement.

C. ACCESS TO DBP DIGITAL BANKING PORTAL. The Bank will create for the Customer, a DBP Online Customer Record and a corresponding unique Company ID.
F or eac h C om pany ID , t he Bank will create an Enlister and an Enabler User IDs. It will be the joint responsibility of the designated Enlister and Enabler to create
Users, grant them DBP Online access, and enrol the company’s accounts in DBP Online. This will allow the Customer to create User IDs with a corresponding access level
through which assigned Users can gain access via personal computers or similar devices ("Remote Banking Terminal") to pre-enrolled accounts maintained by the
Customer with the Bank and any of its branches, and effect electronic payments via Funds Transfers and Uploads at the option of the Customer. The Bank shall not be liable for any
unauthorized user access or authority created by the Enlister and Enabler. The persons specified above are designated as the Enabler and Enlister of the Customer. The Bank
likewise shall not be liable for any unauthorized user access or authority by virtue of improper handling by the Corporate Users of their access credentials.

D. USE OF DBP ONLINE IDS AND PASSWORDS. Should favorable conditions allow, the Bank shall make DBP Online available to the Customer seven (7) days a week,
twenty four hours (24) a day. The Bank shall not be liable for the inability of the Customer to gain successful access to the system. The Bank shall determine which
services are provided under the DBP Online and the operating periods and cut-off times thereon, and may amend or revise the terms and conditions applicable to these
services as put forth in this Agreement, provided that prior notification is given to the Customer via the Broadcast Messages Section under the DBP Online “Bank Advisory”
portion. Usage by the Customer of DBP Online, after such amendments or revisions are effected, shall be deemed as acceptance of such on the Customer’s part. The
Bank reserves the right to restrict, withdraw, cancel, suspend or terminate the Customer’s use of DBP Online upon thirty (30) days prior written notice to the Customer
of such restriction, withdrawal, cancellation, suspension, or termination. The Customer will ensure that the IDs and Passwords of their duly assigned DBP Online Users are
kept confidential, and the Customer assumes full responsibility for all transactions made using these IDs and Passwords. The Customer shall inform the Bank
immediately if any unauthorized transaction has taken place. Should information pertaining to any of the enrolled accounts fall into the hands of unauthorized persons
for any reason other than due to the fault or negligence of the Bank, the Customer unconditionally and irrevocably agrees and undertakes to keep the Bank free and
harmless from any and all liabilities, claims for damages, responsibilities, causes of action, losses, in any way connected with the service required by the Customer,
including but not limited to the effect of the provisions of Republic Act 1405 (Secrecy of Bank Deposits), pertinent provisions of the General Banking Law, as amended,
and provisions of law prohibiting disclosure of information concerning the Customer’s transactions or deposits with banks, and any and all pertinent laws or
regulations related thereto. For this purpose, this Agreement shall constitute the Customer’s written consent to disclose such data or information for purposes of R.A
1405, pertinent provisions of the General Banking Law, rules and regulations of the Bangko Sentral ng Pilipinas and other related laws and decrees.

E. ACCESS TO DEPOSIT ACCOUNTS. Only enrolled accounts may be accessed through DBP Online. Activation of said accounts shall be effected only upon submissio n
by the Customer of this Agreement, duly signed by the authorized signatories. Said letter should indicate the DBP Online Modules these accounts will be used for. For
accounts belonging to a third party, the Customer is responsible for securing authorization from the account owner for enrolm ent, and must submit to the Bank a Board
Resolution/Secretary’s Certificate to this effect in order to initiate enrolment. All terms and conditions of existing deposit accounts covered by separate agreement(s) that
are not contrary to these provisions shall remain in full force and effect.

F. FULFILLMENT OF CUSTOMER INSTRUCTIONS.

1. Transactions executed via DBP Online before the daily cut-off time in Manila (Philippines) shall be posted on the same day. Transactions executed after the
daily cut-off time shall be treated as a transaction of the next Business Day. Instructions received by the Bank shall be acted upon only to such extent as consistent
with applicable law. The Bank shall be liable only for its failure to act with good faith or to exercise reasonable care and skill, which shall be determined in
accordance with the standards and practices of the banking industry. The Customer authorizes the Bank to act upon any instructions emanating from the use of the
DBP Online. Any and all instructions received by the Bank shall be valid and binding upon the Customer. Such instructions shall be deemed correct, complete,
irrevocable and binding on the Customer upon receipt by the Bank. The Customer hereby accepts full responsibility for all transactions executed via DBP Online,
including the accuracy and completeness of the corresponding instructions. The Bank shall not be liable for action or inaction upon such instructions sent, nor shall it
be obliged to verify the accuracy and completeness of the instructions, or to investigate the authenticity or authority of the persons effecting the Customer’s
instructions. Such instructions shall be deemed correct, complete, irrevocable and binding on the Customer upon receipt by the Bank.
2. The Customer shall be solely liable in cases where there is an erroneous debit instruction of an account or any other erroneous datum or information indicated in DBP
Online where such erroneous instruction, datum or information results in a claim or complaint by any party against the Bank.
3. The Customer holds the Bank and other members of the Bank as well as any of their officers and representatives free and harmless from any and all liabilities, claims,
demands, suits of whatever nature, arising out of or in connection with the implementation of this Agreement, including any and all errors and/or omissions
inadvertently committed resulting to the Bank’s failure to effect any payment transaction that the Customer undertakes via the Modules.

G. INFORMATION RETRIEVED THROUGH THE DBP ONLINE. When viewing account balances in the DBP Online using the foreign currency translation feature, the
Customer understands that the exchange rates used are purely indicative in nature. Account balances and other information displayed by DBP Online, or any printout
resulting therefrom are for reference purposes only. Records of the Bank shall be deemed final and conclusive, in the absence of manifest error.

H. TRANSACTION CUT-OFF TIME.

The Bank shall validate and process electronic payment instructions only until the daily cut-off time indicated in the DBP Online transaction screen. Payment instructions
received after the daily cut-off will be posted as next day payment.

OCL 05717
(Rev 3 – ddmmyy)
 I. FUNDING ACCOUNT
1. During the effectivity of this Agreement, the Customer has the option to maintain more than one (1) Funding Account for any of the Modules, as indicated in this
enrolment form.
2. The Customer may amend or add a designated Funding Account(s) for each of the Modules subject to the Bank’s consent by giving written notice of such change or
addition at least ten (10) Business Days prior to the intended effective date of the change or addition. It is understood that the opening and maintenance of the
Funding Account (s) and the crediting of the enrolled beneficiaries shall be further subject to and governed by the Bank’s standard requirements, procedures
and agreements for opening and maintaining Bank accounts
3. Only the cleared and withdrawable balance of the account shall be drawn upon to fund Modules payments, and the Customer authorizes the Bank to debit the
designated Funding Accounts for the Modules to cover the payment transactions initiated.

J. AVERAGE DAILY BALANCE REQUIREMENT.

1. The Customer agrees to maintain a total Average Daily Balance (ADB) of ________________________ Php ___________________ as compensation to the Bank
for the enrolled Modules as indicated by the Customer.
2. The Customer agrees to pay such fees as may be charged by the Bank for the use of DBP Online, which fees may be increased or decreased at the discretion of the
Bank upon due notice to the Customer. The Bank is hereby absolved from any liability which may result from its implementation of the foregoing authority.
3. The Customer shall be obligated pay the Bank a service fee of the following:
3.1 Php ___________.00 for each payroll credit thereof
4. The Bank is hereby authorized to debit the Funding Account in payment of said fees and other amounts that may be due hereunder.
5. In case the agreed ADB falls below the agreed ADB requirement at any given month, the Customer agrees to pay the Bank a penalty fee computed as follows:
(ADB Requirement - Actual ADB) x 1%
6. The Bank is hereby authorized to automatically debit the corresponding penalty fee from the Customer's account every tenth (10 th) day of the following month.
7. The agreed ADB and/or fee above shall be subject to periodic review by the Bank.

K. TERMINATION. The Customer or the Bank may terminate this Agreement anytime for any reason.

L. MISCELLANEOUS
1. SEPARABILITY CLAUSE. In the event that one or more of the provisions contained in this Agreement should be held invalid, illegal, or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
2. WAIVER OF RIGHTS. No omission or delay by either party in exercising any right, power or privilege under the Agreement, or single or partial exercise thereof, or
exercise of any other right, power or privilege shall operate as a waiver thereof.
3. AMENDMENTS/WAIVERS. No amendment, modification, or waiver of this Agreement shall be effective unless in writing and duly executed by the parties hereto.
4. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines, the rules and
regulations of the Bangko Sentral ng Pilipinas, the Philippine Clearing House Corporation (PCHC), Bureau of Internal Revenue (BIR), Bureau of Treasury (BTr), the
Bankers Association of the Philippines (BAP), and other appropriate government agencies The Customer further agrees to be bound by any and all laws, rules,
regulations, circulars, decrees or other issuances now existing or which may hereinafter be issued relating to DBP Online.
5. CONFIDENTIALITY. Both parties shall protect and treat all information received pursuant to this Agreement with strict confide ntiality.
6. SECURITY. The Bank shall exert all reasonable means to protect DBP Online against any unauthorized use.
7. ATTORNEY’S FEES. Should litigation ensue between the parties, the Customer agrees to pay the Bank twenty per cent (20%) of the total claim as and for
attorney’s fees, plus the costs of the suit. The payment of twenty percent (20%) of the claim as attorney’s fees plus cost by t he Customer should be
applicable only if an adverse judgment is entered against the Customer.
8. VENUE. The Customer irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in any competent
court in Makati City, Republic of the Philippines, and by execution and delivery of this Agreement, the Customer submits to and accepts with regard to any such action
or proceeding for itself and in respect of its properties or assets, generally and unconditionally, the exclusive jurisdictio n of such court. The Customer hereby waives
any objection which it may now or hereafter have to the venue of any such action, suit, or proceeding, and further waives any claim that any such suit, action or
proceeding has been brought in an inconvenient forum.

M. CUSTOMER RESPONSIBILITIES
1. The Customer shall not make or allow anyone else to make copies, in whole or in part, of this Agreement, or any of the materials or documents relative to the DBP
Online Facility.
2. The Customer shall appoint its own officers and staff who will be trained or instructed by the Bank in the proper use or operation of the Facility. They shall be
responsible for operating the Facility and effecting the disbursements and payments contemplated hereunder. The Customer shal l set up its own internal controls for
such disbursements and payments.
3. The Customer shall indemnify and keep the Bank free and harmless from and against liabilities, losses, claims and damages arising or resulting from (i) negligence,
willful act, fraud or collusion or violation of any the terms of this Agreement, on the part of the Customer, its officer, employees and representatives, or (ii) act or
omission, fraud or representation, of any third party, especially the beneficiaries, provided there is no gross negligence or willful misconduct on the part of the Bank, or
its officers, employees and representatives.

N. CUSTOMER SERVICE

I/We have been informed that in case of queries and or complaints concerning transactions made through DBP2. I/We can contact our assigned Account
Officer ___________________________________________ (name) at DBP_____________________________ (branch) and at the Transaction Banking Department
at DBP Head Office with contact numbers _____________________________ (phone) and e-mail ____________________________________.

II. INDEMNIFICATION

A. The Bank shall be held free and harmless from, and the Customer agrees to indemnify and keep the Bank indem nified against, any and all liabilities, suits,
proceedings or claims of whatsoever nature, losses, damages or expenses (including legal costs) arising from or in connection with the implementation of the present
Agreement, including but not limited to the following:
1. The Bank’s action or inaction on any instructions sent by the Customer via DBP Online;
2. Illegal, improper or unauthorized use of DBP Online, the Customer’s DBP Online ID and corresponding password;
3. Any damage to the remote banking terminal, related facilities, or software as a result of access to DBP Online;
4. Any loss or damage resulting from access to DBP Online when the same is prohibited, restricted, suspended, delayed or otherwise affected by (i) any law or
regulation of the place where DBP Online is accessed; any jurisdiction, regional or international authority which governs any use of any component of DBP Online,
any relevant Internet service provider or information service provider or system; (ii) the terms and conditions prescribed by the relevant Internet service provider or
information service provider in such country of access;
5. Any loss or damage resulting from any act or omission of any relevant Internet service provider or information service provide r or network provider through which
DBP Online is accessed;
6. Any loss or damage resulting from any modification, cancellation, amendment, alteration, upgrade or termination of DBP Online;
7. Any transfer or revelation of information on the Customer’s Accounts to any of the Bank’s branch, subsidiary, affiliate and agent or authorized third parties
determined by the Bank to be entitled to such information as required by any applicable law or as requested by any competent authority;
8. Any access (or inability or delay in accessing) and/or use of any browser which the Bank recommends to the Customer for acces s to DBP Online;
9. Any errors, inaccuracies, misstatements or omissions in the information and material contained in the Bank’s website;
10. Any delay or failure in any transmission, dispatch or communication facilities.

OCL 05717
(Rev 3 – ddmmyy)
 B. The Bank shall not be liable for any and all claims, special, direct, incidental, exemplary or consequential damages, including but not charges or cause of action arising
of this Agreement or those from or relating to any of the following:
1. Insufficiency of funds in the enrolled account(s) to effect a transfer or payment;
2. Account(s) of the Customer is/are closed or put on hold;
3. Garnishment of the Customer’s Account(s), or other such order(s) prohibiting withdrawals therefrom issued by any court or other competent authority;
4. Incomplete, inaccurate, or incorrect transaction information provided by the Customer;
5. Payments made for past due or overdue accounts;
6. Improper or incorrect use of DBP Online;
7. Other circumstances beyond the reasonable control of the Bank which prevent rendition of services required, such as but not limited to, flood, typhoon,
earthquake, calamities, natural disasters, acts of God, fire, civil disturbance, strike, walk out, war, rebellion, electrical, computer or mechanical failures, , improper
handling or transmission of payment by a third party, and the like, except that which arises out of its acts constituting gross negligence in the performance of its
obligations under this Agreement.

III. LIMITATION OF LIABILITY. Subject to the provisions herein, should a court or other competent authority find the Bank to be liable for any act or omission for an y reason
whatsoever, the Bank’s liability shall be limited to the amount of the relevant transaction or the Custom er’s actual damage, whichever is lesser. The Bank shall
not be liable to the Customer for any indirect, special or consequential loss or damages arising in any way from t his Agreement or the use of DBP Online Facility. The
implementation by the Bank of its normal procedures for maintaining the confidentiality of information relating to its customers and the crediting of the beneficiaries’ deposit
accounts shall constitute fulfilment of its obligation to exercise due care in the use and operation of the Modules. The Bank shall not be liable or responsible for any loss
incurred or damage suffered by the Customer by reason or as a consequence of (i) the misuse of the Facility, or (ii) inaccurate or incorrect information provided by the
Customer and (iii) fraud or misrepresentation on the part of the Customer, beneficiaries or alleged beneficiaries or their respective representatives.
The Bank shall not be liable for any expense, claim, loss or damage arising out of or in any way relating to this Agreement, including but without limitation to that which arises
from acts of third persons, natural disasters, calamities or events or circumstances not reasonably within the control of the Bank, such as typhoons earthquake, fire, strike, walk
out, war, rebellion, electrical, computer or mechanical failures, except that which arises out of its acts constituting gross negl igence in the performance of its obligations under
this Agreement.
In no event shall the Bank be liable for any special, direct, incidental, exemplary or consequential damages, including but not limited to lost profits.

IV. PAYROLL CREDITING. The following are the terms and conditions that shall apply to the use of the Payroll Crediting Module of DBP Online.

A. PAYROLL ACCOUNTS
1. So long as the automatic payroll credit arrangement contemplated hereunder is in place, the Customer shall maintain the following account(s) as the funding
account(s) (the “Customer Payroll Account”) for every payroll group (e.g. rank and file group, ex ecutive group) as follows:
ACCOUNT NO/S. ACCOUNT NAME/S PAYROLL GROUP MAXIMUM PAYROLL
________________ ________________________ _____________________ _____________________
________________ ________________________ _____________________ _____________________
________________ ________________________ _____________________ _____________________
2. In addition, the Customer shall cause each of its employees or personnel whose salaries shall be paid under this Agreement to open an account with the Bank or in
the alternative, to purchase Cash Cards from the Bank in which their respective salaries will be credited (the “Employee Payroll Account”). The Cash Card is not a
deposit account. The value stored in the Cash Card is not insured by the Philippine Deposit Insurance Company (PDIC).
3. It is understood that the opening and maintenance of the Customer’s Payroll Account(s), the Employee Payroll Accounts and the Cash Cards shall be further
subject to and governed by, the Bank’s standard requirements, procedures and agreements for opening and maintaining bank accounts.
4. For the Cash Card, a one card per employee policy shall be adopted. If employment ends earlier than the term of the card then the card shall automatically be
deactivated. Should a Cash Card beneficiary or cardholder resign or be terminated from the Company, the Customer shall inform the Bank immediately.

B. PAYROLL DATES. The individual Employee Payroll Accounts shall be credited on the dates to be defined or encoded by the Customer in the file containing the payroll
data (i.e. net salaries across account numbers) which the Customer shall upload or transmit to the Bank’s host c omputer to effect payroll (the “Payroll Dates”),
provided that:
1. Uploading or transmittal of the payroll data described above shall be done by the Customer at least one (1) day prior to Payroll Date;
2. At least one (1) day prior to the Payroll Date, the Customer Payroll Account shall be sufficiently funded with clear and withdrawable funds in the amount at least
equal to the aggregate amount to be credited to the employees’ deposit account or Cash Cards. The Customer hereby acknowledges that its failure to fully fund
the Customer Payroll Account as described will prevent the Facility from processing any payroll instructions even if these have been duly authorized. It is likewise
understood that the Bank shall be held free and harmless from, and shall be indemnified for, any and all claims, liabilities or obligations, which any
employee of the Customer or any third party may lay against the Bank by reason of the foregoing arrangement.

Signature Over Printed Name

OCL 05717
(Rev 3 – ddmmyy)