Escrow Agreement

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									An escrow agreement is an arrangement whereby an independent and trusted third
party is used to receive and hold something of value until a certain condition has been
fulfilled or when performance of an obligation has occurred. An escrow agent delivers
funds, assets, shares etc., which are held in trust by the escrow agent, to the party
named as the beneficiary. This standard escrow agreement can be modified to fit the
needs of the drafting parties.
                                     ESCROW AGREEMENT
This Escrow Agreement (hereinafter “this “Agreement”) is made on this ____ day of
___________, 20______ by and between ____________________ (hereinafter the
“__________”), ________________ (hereinafter the “__________”), and _______________
(hereinafter the “Agent”).

WHEREAS the parties hereto entered into a _______________ Agreement dated the _____ day
of __________, _________ for the _______________ (enter description of transaction) by the
_______________ and the ________________ by the _________________ of
___________________ (the “Agreement”);

WHEREAS the Agreement provides for security for certain obligations of the ______________
and the _______________ and the ____________ agreed that ________________ dollars
($_______) be held in an interest-bearing Trust Account by Agent (the “Trust Account”) and for
funds to be paid out of said Trust Account as provided by the Agreement; and

WHEREAS the parties wish to provide for the terms of escrow applicable to the funds to be held
in the Trust Account by Agent.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH:

1.     The ______________ and ________________ hereby appoint Agent, and Agent hereby
agrees to act as escrow agent and trustee in accordance with the terms and conditions of this
Agreement.

2.    Agent shall hold and deal with all monies received by it pursuant to the provisions of this
Agreement, in trust in accordance with the terms of escrow set forth herein, with the Trust
Account to be opened as set out in the Direction hereto attached as Appendix “I.”

3.      Agent shall disburse funds (principal and interest) and shall provide accounting from time
to time solely upon the written authorization of the __________ and the _________ and may rely
for this purpose upon such authorizations delivered by original, facsimile, and/or counterpart of
same.

4.     Acceptance by Agent of its duties and obligations under this Agreement is subject to the
following terms and conditions, which the __________ and __________ hereby agree shall
govern and control with respect to its/his/her rights, duties, liabilities, and immunities:

       a.      Agent shall be protected in acting upon any written notice, request, waiver,
consent, receipt, statutory declaration, or other paper or document furnished to it/his/her, and
signed by ___________________ and by _________________, not only as to it/his/her due
execution and the validity and effectiveness of its provisions but also as to the truth and
acceptability of any information therein contained, which it/he/she in good faith believe to be
genuine;



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       b.      Except for its acts of negligence or misconduct, Agent shall not be liable for any
act done or step taken or omitted by Agent in good faith or for any mistake of fact or law;

         c.     Agent may consult with and obtain advice from legal counsel in the event
questions as to any of the provisions hereof or its duties hereunder arise and Agent shall incur no
liability and shall be fully protected in acting in good faith in accordance with the opinion and
instructions of such counsel;

        d.    Agent shall have no duties except those expressly set forth herein, and it shall not
be bound by any notice of claim or demand with respect thereto, or any waiver, modification,
amendment, or termination of this Agreement, unless received by Agent in writing, and signed
by the _____________ and the ______________.

5.      In the event of a dispute between the parties over the payment or disbursement of any
funds held in the Trust Account, deposit by Agent of such amount with a court of proper
jurisdiction shall fulfill all of the responsibilities of Agent under this Agreement and Agent shall
be thereupon fully discharged and released from any further responsibility to the ___________
and the ______________ with respect to such amount.

6.     This Agreement may be amended or cancelled by and upon written notice to Agent at any
time given jointly in writing by the ____________ and the ____________ but the duties or
responsibilities of Agent may not be increased without its/his/her consent.

7.      Any notices or other communications required or permitted hereunder shall be
sufficiently given if mailed or sent by registered mail, postage prepaid, if to the ____________
addressed to it/him/her at __________________, if to the at _______________
_____________________, and if to Agent at ______________________; or in any case to such
other address as shall be furnished in writing by any such party to all of the other parties hereto.
Such notices or other communications so given shall have been deemed to have been given on
the ____ day after the date so mailed.

8.     This Agreement shall inure to the benefit of and shall be binding upon the parties hereto
and their respective heirs, legal personal representatives, successors, and assigns.

IN WITNESS THEREOF the parties hereto have duly caused this Agreement to be executed on
the date first written above.

                                   [SIGNATURE PAGE TO FOLLOW]




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WITNESS:                                       )
                                               )
                                               )
                                               )         ___________________________________
Witness                                        )        (Name)
                                               )
                                               )
                                               )        (Company Name)
                                               )        Per:
                                               )
                                               )         ___________________________________
                                               )        (Name)
                                               )        President
                                               )        I have the authority to bind the Company.
                                               )
                                               )
                                               )
                                               )        (Escrow Agent)
                                               )        Per:
                                               )
                                               )         ________________________________
Witness                                        )        (Name)




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                                                  APPENDIX “I”


                                                    DIRECTION

TO:               (Escrow Agent)

RE:               (Enter Description of Transaction)

WE THE UNDERSIGNED, hereby authorize and direct you to invest (in the name of
_____________________ (Escrow Agent’s Name), in trust for the _________) the holdback for
the above transaction at the Bank of _____________ in an interest-bearing account.


DATED at _____________, this _____ day of _______, 20_____.



                                                                 (Name)




DATED at ______________, this _____ day of ________, 20_____.


                                                                 (Company Name)
                                                                 Per:



                                                                 (Name)
                                                                 President
                                                                 I have the authority to bind the Company.




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