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.
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; © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 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] © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 WITNESS: ) ) ) ) ___________________________________ Witness ) (Name) ) ) ) (Company Name) ) Per: ) ) ___________________________________ ) (Name) ) President ) I have the authority to bind the Company. ) ) ) ) (Escrow Agent) ) Per: ) ) ________________________________ Witness ) (Name) © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 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. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5
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