Positive Pay Agreement. Multistate Completion Guide for the POS-PAY-AGR Form Series

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1 Positive Pay Agreement Multistate Completion Guide for the POS-PAY-AGR Form Series

2 Table of Contents INTRODUCTION... 1 Warranties and Limitations... 3 Warranties and Limitations for this Guide... 3 Warranties and Limitations for the Form(s) That Are the Subject of this Guide... 4 Other Important Terms for the Use of this Guide... 4 Positive Pay Agreement... 5 Part A - Parties, Agreement Date, and Account Number... 8 Part B - Payment Options... 8 Part C - Agree Method for Your Submissions... 8 Part D - Security Procedures... 8 Part E - Authorizing Signature Requirements... 9 Part F - Agreed Method for Our Submissions... 9 Part G - Received for Payment by Teller Option... 9 Part H - Deadlines... 9 Part I - Fees... 9 Part J - Other Provisions Part K - Execution Form PM-POSPAYAGR 4/2009 ii

3 INTRODUCTION USE OF THIS GUIDE. Use of this guide will constitute an express acceptance of all the terms set forth in the Introduction, Warranties and Limitations and Other Important Terms for the Use of this Guide sections of this guide. Forms and Purpose. This guide is intended to assist financial institutions that have purchased any of the following copyrighted Wolters Kluwer Financial Services, Inc., Positive Pay Agreement forms. POS-PAY-AGR POSPAY-AGR-E Usage. The forms listed above should only be used for the purposes for which they are intended. These forms are intended to cut down on the number of forged or altered checks/share drafts that are paid by serving as a contract between a drawee financial institution and its business customer/member drawer pursuant to which (a) the drawer submits lists of the checks/share drafts it has issued, (b) the drawee compares the lists to the checks/share drafts presented for payment, and (c) the drawee s authority to pay or not pay checks/share drafts presented for payment that are not on the lists is determined. Format. In this guide, we attempt to answer the most common questions and problems you might confront in completing these forms. This guide is not intended to address state specific laws. The pages of the POS-PAY-AGR are copied in this guide. The explanatory text begins with a simple statement of what should ordinarily be filled in on the line being discussed. In some cases, this simple explanation may be followed by a more detailed explanation and cross-references to other portions of the form which need to be considered with the item under discussion. Form Specific. This guide is written solely for use with the above referenced forms. Feel free to call us at our toll free number ( ) if you need information about specific sections. This guide is not intended to be used with any other forms. Private Attorneys. In developing this guide, the forms to which it pertains, and all of our other technical forms, we have interpreted many statutes, cases and regulations. We strongly encourage you to seek the advice of your own attorney concerning the utility and legality of this guide, the forms to which it pertains, and all of our other technical forms. Any legal references in this guide are merely to assist you and your counsel in your review of our forms and this guide. If you or your counsel s interpretations are contrary to ours, you should, of course, follow your own interpretations in using and completing the forms. Form PM-POSPAYAGR 4/2009 1

4 Comments. We encourage you to comment on and criticize this guide, the forms to which it pertains, and all of our other forms. We make every effort to keep up with statutes, case law and financial institution practices, but the industry is constantly evolving and our effort is often assisted by our customers. We especially appreciate copies of any statutes or cases which you might feel are pertinent. Please submit your comments in writing either to your Sales Representative or to: Compliance Services Wolters Kluwer Financial Services 6815 Saukview Drive P.O. Box 1457 St. Cloud, MN Form PM-POSPAYAGR 4/2009 2

5 Warranties and Limitations Warranties and Limitations for this Guide WARRANTY DISCLAIMER. THIS GUIDE (INCLUDING ANY UPDATES TO IT), IS PROVIDED TO YOU AS IS AND WITH ALL FAULTS. WOLTERS KLUWER FINANCIAL SERVICES (WKFS) DOES NOT EXPRESSLY OR IMPLIEDLY WARRANT THE UTILITY OF THIS GUIDE OR THE INFORMATION THAT IT CONTAINS. THE USER OF THIS GUIDE MUST MAKE HIS/HER OWN INDEPENDENT JUDGMENT ON THESE ITEMS. WKFS MAKES NO WARRANTY, EXPRESS, IMPLIED, BY DESCRIPTION, BY SAMPLE OR OTHERWISE, AND IN PARTICULAR WITHOUT LIMITATION, MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OF PURPOSE REGARDING THIS GUIDE. WKFS employees, sales representatives, and other WKFS agents and representatives do not have authority to create any warranty obligations regarding this guide or to modify the above Warranty Disclaimer. Any such created warranty obligations or modifications will not be effective unless they are in writing and signed by the President or the Chief Financial Officer of WKFS. LIMITATION OF LIABILITY AND REMEDIES. WKFS's liability, whether in contract, warranty, in tort, or otherwise arising in any way in connection with the sale or licensing of this guide (including any updates to it) SHALL NOT INCLUDE LIABILITY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OR EXPENSE. WKFS's liability for any damages based on the providing, selling, licensing or using of this guide (including any updates to it), regardless of the form of action, shall not be more than the amount you paid for it or ten dollars, whichever is less. TIME LIMIT. No action, regardless of form, arising out of the providing, selling, licensing or using of this guide, may be brought by either party more than one (1) year after the cause of action has occurred, except that this limitation will not apply to an action for non-payment brought by WKFS. NO SUBSTITUTE FOR LEGAL COUNSEL. Before using this guide, you are advised to have your attorney review it to determine its legal sufficiency for your purposes. You acknowledge that WKFS is not authorized to practice law, nor may any of WKFS's officers, employees or agents provide legal counsel or accounting advice to you or your institution. Thus, any questions requiring legal or accounting advice must be directed to your institution's attorney or accounting professional for whom WKFS has no obligation or liability. The following notice is required by law: WOLTERS KLUWER FINANCIAL SERVICES PRODUCTS AND SERVICES ARE NOT A SUBSTITUTE FOR THE ADVICE OF AN ATTORNEY Form PM-POSPAYAGR 4/2009 3

6 Warranties and Limitations for the Form(s) That Are the Subject of this Guide The form(s) that are the subject of this guide are covered by an express warranty as follows: Preprinted Form(s). If you received the form(s) in preprinted format, they are covered by the Compliance Warranty for Lending, Deposit, and Retirement Plan Documents, as it may be updated or amended from time to time. The current Compliance Warranty is located on WKFS's internet website: Refer to the website for terms of the warranty. WKFS Software. If you produce the form(s) using WKFS document generating software, they are covered by the express warranty contained in your WKFS software license agreement. Refer to your license agreement for terms of the warranty. Electronic Format. If you received the form(s) in an electronic format ("EForms" or other electronic images) through a license with WKFS or with a third party provider, they are covered by the express warranty contained in your license agreement with WKFS or the third party provider. Refer to your license agreement for terms of the warranty. Other Important Terms for the Use of this Guide APPLICABLE LAW. The terms under which this guide is provided, sold, licensed or used will be governed by the laws of the State of Minnesota without regard to its conflict of laws provisions or those of any other state. Any action relating in any way to this guide will be exclusively venued in a court of competent jurisdiction in the State of Minnesota. COPYRIGHT. No part of this guide or any of WKFS's copyrighted forms may be reproduced by any person, by any means, or for any reason, without WKFS's express written permission. WKFS vigorously enforces its copyright interests and you should be aware that there are criminal penalties as well as civil penalties for violation of copyright law. For additional information about reproducing, licensing, or purchasing this guide, please contact us at: Wolters Kluwer Financial Services North American Law Department 6815 Saukview Drive P.O. Box 1457 St. Cloud, Minnesota Telephone: Form PM-POSPAYAGR 4/2009 4

7 Positive Pay Agreement Form PM-POSPAYAGR 4/2009 5

8 Form PM-POSPAYAGR 4/2009 6

9 Form PM-POSPAYAGR 4/2009 7

10 Part A - Parties, Agreement Date, and Account Number A-1 Fill in the name and address of the Drawee Financial Institution. A-2 Fill in the name and address of the Drawer Company. A-3 Fill in the Agreement Date. A-4 Fill in the Account Number of the checking or share draft account to which the agreement pertains. Part B - Payment Options B-1 Check this box if the Drawer Company chooses the We Will Not Pay Unless You Direct Us To Do So option, as more fully explained in the agreement. B-2 Check this box if the Drawer Company chooses the We Can Pay Unless You Direct Us Not To Do So option, as more fully explained in the agreement. Part C - Agree Method for Your Submissions C-1 Check the appropriate box(es) and complete as needed to indicate the agreed method for the Drawer Company s submissions of Issued Lists, Inconsistency Pay Orders, and Inconsistency Do Not Pay Orders to the Drawee Financial Institution. C-2 Fill in the number of days of advance written notice needed for the Drawee Financial Institution to prescribe formats for Issued Lists, Inconsistency Pay Orders, and Inconsistency Do Not Pay Orders. Part D - Security Procedures D-1 Fill in the Drawer Company s circumstances, if any, that are relevant to the establishment of commercially reasonable security procedures. D-2 Check the box in front of Code if this security procedure is offered by the Drawee Financial Institution. If this security procedure is so offered, check the appropriate box to indicate whether it is accepted or refused by the Drawer Company. If this security procedure is thus offered and accepted, fill in the Drawer Company s code. D-3 Check the box in front of Telephone Confirmation if this security procedure is offered by the Drawee Financial Institution. If this security procedure is so offered, check the appropriate box to indicate whether it is accepted or refused by the Drawer Company. If this security procedure is thus offered and accepted, fill in the name(s) and telephone number(s) of the Telephone Confirmer(s). D-4 Check the box in front of Other Confirmation if this security procedure is offered by the Drawee Financial Institution. If Other Confirmation is so offered, check the appropriated box to indicate whether it is accepted or refused by the Drawer Company. If Other Confirmation Form PM-POSPAYAGR 4/2009 8

11 is offered, check the appropriate boxes and complete as needed to describe the offered Other Confirmation, and check the appropriate box to indicate whether it is accepted or refused by the Drawer Company. D-5 Check the box in front of Other Security Procedures if any are offered by the Drawee Financial Institution. If Other Security Procedures are so offered, check the appropriate box to indicate whether they are accepted or refused by the Drawer Company. If Other Security Procedures are offered, fill in a description of them, whether or not they are accepted. D-6 Check this box if the Drawer Company has designed and selected, and the Drawee Financial Institution has consented to, security procedures and fill in a description of such security procedures. Part E - Authorizing Signature Requirements E-1 Check this box if there are Authorizing Signature Requirements and, if so, fill in the number of Authorizing Signatures required to accompany the Drawer Company s submissions, include the Authorizing Signatures, and type the names beneath the Authorizing Signatures. Part F - Agreed Method for Our Submissions F1 Check the appropriate box(es) and complete as needed to indicate the agreed method for the Drawee Financial Institution s submissions of Inconsistency Lists to the Drawer Company. F-2 Check this box if the Drawee Financial Institution must provide the Drawer Company with an image or copy of each check or share draft listed when it provides the Drawer Company with an Inconsistency List, and check the appropriate box(es) and complete as needed to indicate the means by which such images or copies must be provided. Part G - Received for Payment by Teller Option G-1 Check this box if Received for Payment includes checks or share drafts received for payment from the account by the Drawee Financial Institution s tellers. Part H - Deadlines H-1 Fill in as needed to permit determination of the Issued List Deadline, the Inconsistency List Deadline, the Inconsistency Pay Order Deadline, and the Inconsistency Do Not Pay Order Deadline. Part I - Fees I-1 Check this box if the Drawer Company is required to pay fees to the Drawee Financial Institution under this agreement and complete as needed to describe such fees. Form PM-POSPAYAGR 4/2009 9

12 Part J - Other Provisions J-1 This space can be used for the insertion of other provisions. Part K - Execution K-1 The Drawer Company should execute the agreement here. The name of the Drawer Company can be placed here followed by a signature on the line marked with an X. Print the name and title of the person signing beneath the signature. K-2 The Drawee Financial Institution should execute the agreement here. Form PM-POSPAYAGR 4/

13 Form PM-POSPAYAGR 4/ Wolters Kluwer Financial Services Form PM-POSPAYAGR 4/2009

Credit Union Certificate of Deposit Account Agreement. Multistate Completion Guide for the CDAACU Form Series

Credit Union Certificate of Deposit Account Agreement Multistate Completion Guide for the CDAACU Form Series Table of Contents INTRODUCTION... 1 Warranties and Limitations... 3 Warranties and Limitations