Commercially Reasonable Procedures Clause Samples

Commercially Reasonable Procedures. Bank and Company expressly agree that the Security Procedures set forth in this Agreement are and shall be deemed commercially reasonable. You should have security procedures in place to mitigate the threat of Account Takeovers. Internet Banking is accessed through the Internet which is a public system over which we have no control. It is therefore your duty to ensure any computer, computer network, device, equipment or communication system (collectively “Equipment”) which you or your Delegates use to access Internet Banking is free from and adequately protected against viruses and other destructive or disruptive components. In particular you shall ensure anti-virus, anti-spyware and firewall software (“Security Software”) are installed in the Equipment which you or your delegates use to access Internet Banking and that these Security Software are regularly updated with security patches and new version as issued or recommended from time to time by the suppliers of such Equipment.

Commercially Reasonable Procedures. You further represent that you have carefully considered the circumstances of your use of the Services and the transactions that you will effect through the Services, and you acknowledge and agree that the Security Procedures, including without limitation any Security Credentials used in connection therewith, constitute commercially reasonable security procedures under applicable law for such transactions. We reserve the right to modify, amend, supplement, or cancel any Security Procedures, at any time and from time to time at our discretion. We will try to give you reasonable notice of any change in Security Procedures, but we may make any change in Security Procedures without advance notice to you if we, in our judgment and discretion, believe such change to be necessary or desirable to protect the security of our systems and assets. Your use of any changed Security Procedures shall constitute your agreement to the change and your agreement that the Security Procedures, as changed, are commercially reasonable and adequate for the purposes intended.

Commercially Reasonable Procedures. Bank and Company expressly agree that the Security Procedures set forth in this Agreement are and shall be deemed commercially reasonable. You should have security procedures in place to mitigate the threat of Account Takeovers. Internet Banking Services are accessed through the Internet which is a public system over which we have no control. It is therefore your duty to ensure any computer, computer network, device, equipment or communication system (collectively “Equipment”) which you or your delegates use to access the Internet Banking Services is free from and adequately protected against viruses and other destructive or disruptive components. In particular you shall ensure anti-virus, anti-spyware and firewall software (“Security Software”) are installed in the Equipment which you or your delegates use to access the Internet Banking Services and that these Security Software are regularly updated with security patches and new version as issued or recommended from time to time by the suppliers of such Equipment. You should establish, implement, and periodically update security policies and procedures to ensure the confidentiality and integrity of Protected Information; protect against anticipated threats or hazards to the security of Protected Information; protect against unauthorized use of Protected Information. If you select certain security procedures to use in connection with the Internet Banking Services and those security procedures provide less protection against unauthorized transactions or activity than the Security Procedures offered by Bank, you are deeming those security procedures selected by you to be commercially reasonable, and, as such, you will indemnify Bank against any losses arising out of such election.

Commercially Reasonable Procedures. If the size, type or frequency of payment orders made by you change such that the Security Procedures in use by you no longer provide a commercially reasonable method of providing security against unauthorized payment orders, you agree to immediately notify us.

Commercially Reasonable Procedures a. Before sending a wire transfer request to Bank, Company agrees to review the Security Procedures and determine whether the Security Procedures will provide a commercially reasonable method for verifying whether a wire transfer request is unauthorized. As part of the review, Company will consider the size, type, and frequency of wire transfer requests Company makes or anticipates making, along with such other factors as Company may deem relevant or appropriate. Company agrees that the Security Procedures offered by Bank are commercially reasonable. If the size, type, frequency and/or amount of transactions made by you change, such that the Security Procedures in use by you no longer provide a commercially reasonable method of providing security against unauthorized payment orders, you agree to immediately notify us. Company understands and acknowledges that if Bank acts on a wire transfer request in compliance with the Security Procedures, then Company will be obligated on the wire transfer, and it will be treated as your wire request, whether or not authorized by you. Regardless of whether or not Bank complied with the Security Procedures (or if any loss would have been prevented) a wire transfer request received by us directly or indirectly from an authorized representative will be treated as authorized by Company.

Commercially Reasonable Procedures. If the size, type or frequency of payment orders made by you change such that the Security Procedures in use by you no longer provide

Commercially Reasonable Procedures. If the size, type or frequency of Communications made by Company changes such that the Security Procedure in use by Company no longer provide a commercially reasonable method of providing security against unauthorized Communications, Company shall promptly notify Bank. Company agrees that Bank will use the Security Procedures to verify the authenticity of Communications, but that the Security Procedures are not designed to and are not used for the purpose of detecting errors.