SOLE PROPRIETOR DEPOSITORY AGREEMENT AND DESIGNATION OF AUTHORIZED PERSONS
This Sole Proprietor Depository Agreement and Designation of Authorized Persons (“Agreement”) is a contract between Associated Bank, National Association (hereinafter "Associated", “Bank”, "We," "Us," or "Our") and you (hereinafter "Customer," “Depositor”, "You," or "Your") in connection with the establishment and use of Depositor’s sole proprietor deposit account(s) (“Account”, “Accounts”). This Agreement amends, the Deposit Account Agreement governing your deposit Accounts with respect to the provisions contained herein, except as specifically stated herein, all other terms and condition of the Deposit Account Agreement remains unchanged. By opening an Account with Associated, the Depositor agrees to be bound by the terms of this Agreement and any amendments hereto. Use of the Account binds the Depositor to the terms and conditions of this Agreement.
The Depositor hereby acknowledges reading and agreeing to the provisions within this Agreement. The Depositor also acknowledges that this Agreement has been accepted by and applies to all persons that are parties to the Account.
The Depositor hereby attests to doing business as a sole proprietor. The Depositor represents that no one else (other than the Depositor’s Spouse, as provided by applicable law) has any right, title, or interest in this proprietorship. The Depositor hereby designates Associated as a depository in which the funds owned or controlled by the Depositor may from time to time be deposited.
The Depositor hereby designates the person(s) added to the Account at the time the Account was established, as authorized person(s) (“Authorized Persons”) subject to the terms and conditions set forth below. The authority of the authorized person(s) shall be governed by agency principles of general application. TRANSACTIONS REGARDING THE ACCOUNT MAY BE MADE BY THE AUTHORIZED PERSON(S) ON THE ACCOUNT. EXCEPT FOR THE DEPOSITOR, NO PRESENT OR FUTURE OWNERSHIP OR RIGHT OF SURVIVORSHIP IS CONFERRED BY THIS DESIGNATION. The authority of the authorized person(s) is not affected by the subsequent disability or incapacity of the Depositor.
The Depositor agrees to the following terms and conditions:
- The Account may be opened and maintained in the name of the Depositor with the Bank, subject to the rules and regulations of the Bank from time to time in effect. The Authorized Persons and the number thereof designated, are authorized, for and on behalf of the Depositor, (a) to sign checks, drafts, notes, bills, certificates of deposit and other orders for payment or withdrawal of money from the Accounts and to issue instructions regarding them; (b) to endorse for cash, deposit, negotiation, collection or discount by the Bank any and all checks, drafts, notes, bills, certificates of deposit or other instruments or orders for the payment of money owed or held by the Depositor; (c) to sign and deliver to the Bank agreements for the purchase and sale of securities with such terms and provisions as the authorized person shall determine are reasonable, appropriate or necessary; and (d) to issue orders (“Orders”) to the Bank by oral, telephonic, written or electronic means (including, but not limited to, by the use of online Internet banking services provided by the Bank) or by using an Approved Access Device (as described below) provided by the Bank to the Depositor, directing the transfer of funds among the Depositor’s Accounts or from Depositor’s Accounts for payment to other persons and to sign and deliver to the Bank agreements, certifications, and other documentation required by the Bank for such endorsement for deposit may be in writing, by stamp, or otherwise, with or without designation or signature of the person so endorsing. Any agent or employee of the Depositor and anyone to whom they provide an Approved Access Device with the security codes or procedures for accessing Accounts is authorized (i) to make requests, whether written or oral, including but not limited to, requests made by telephone or other electronic means, of the Bank for the transfer of funds among Accounts maintained by the Depositor at the Bank, and (ii) to access the Account for any purpose by means of a card or other access device if the card or other access device is requested or obtained from the Bank by an Authorized Person (“Approved Access Device”).
- The Bank is authorized to honor, certify, pay and charge to any of the Accounts, all checks, drafts, notes, bills, certificates of deposit or Orders for the payment, withdrawal or transfer of funds deposited in the Accounts for whatever purpose or to whomever payable, including requests for conversion of such instruments into cash as well as for deduction from and payment of cash out of any deposit, whether or not payable to, endorsed or negotiated by or for the credit of any persons signing such instrument or payable to or for the credit of any other agent or employee of the Depositor, when signed, accepted, endorsed or approved as evidenced by original, digital, electronic or facsimile signature by the Authorized Persons, and the number thereof, designated on the Account. The Bank shall not be required or under any duty to inquire as to the circumstances of the issuance or use of any instrument or request or the application or use of proceeds thereof.
- The Bank is authorized to comply with any process, summons, order, injunction, execution, distraint, levy, lien or notice of any kind (“Process”) received by or served upon the Bank, by which, in the Bank’s opinion, another person or entity claims an interest in any Account and the Bank may, at its option and without liability, thereupon refuse to honor orders to pay or withdraw funds from the Account, and may hold the balance in the account until Process is disposed of to the Bank’s satisfaction.
- The Depositor assumes full responsibility for and indemnifies and holds harmless the Bank and its directors, officers, employees and agents, for, from and against all loss, cost, expense, damage or liability (including reasonable attorneys’ fees) incurred in connection with any claim, counterclaim or proceeding brought as a result of, or arising out of or relating to: (a) any and all payments made or any others actions taken by the Bank in reliance upon the signatures, including facsimiles thereof, of any of the authorized persons regardless of whether or not the use of facsimile signatures may have been affixed to, or may be reproduced or appear on, any instrument if such signatures resemble the specimen or facsimile signatures as provided to the Bank, (b) the Bank’s refusal to honor any signatures not provided to the Bank, (c) the Bank’s honoring Any Approved Access Device except that the Depositor shall not be liable for unauthorized use of an Approved Access Device that occurs after the Bank has received actual notification from the Depositor (d) honoring any oral or written request for transfer of funds to, from or between the Depositor’s Accounts that is made in accordance with this Agreement and the Deposit Account Rules, or (e) honoring any telephone or electronic request (including, but not limited to, a request made via online Internet banking services provided by the Bank), whether or not authorized by the Depositor, for the transfer of funds to, from or between the Depositor’s Accounts that is made using the security procedure established for making such transfers. The uses and purposes for which withdrawals may be made by an Authorized Person on the Account shall be governed by agency principles of general application. The application of any sum withdrawn from an Account shall only be subject to inquiry by a party to the Account. The authority of the Authorized Person(s) to make withdrawals from the Account may be terminated by Depositor upon written notice to the Bank.
- The Bank may assume that this Agreement and signature cards are continuing and shall remain in effect and that the persons authorized under this Agreement continue to have such authority until the Bank receives written revocation from the Depositor to the contrary advising the Bank of any changes or alterations. Receipt of any such notice shall not affect any action taken by the Bank prior thereto.