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Escrow Agreement - Sale of Goods

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					This standard escrow agreement for the sale of goods is an agreement, whereby one
party gives part of the sale proceeds for the sale of an asset to an escrow agent, to hold
in an interest bearing account until the sale is final. The vendor receives the funds once
the vendor has complied with all the requirements and conditions of the underlying
Asset Purchase Agreement. Companies should use this escrow agreement to ensure
that they will be paid for delivering goods or to secure a deal with a distributor.
            ESCROW AGREEMENT FOR SALE OF GOODS
THIS ESCROW AGREEMENT FOR SALE OF GOODS (the “Agreement”), made this ____
day of ______________, 2_____, (the “Effective Date”), by and between ________________
(“Vendor”) and ________________ (“Purchaser”) (collectively referred to herein as the
“Parties”).

                                          RECITALS

1. Pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) between the
   Parties dated the ____ day of __________, 2_______, a copy of which is attached hereto as
   Schedule “A,” Vendor agreed to purchase from Purchaser and Purchaser agreed to sell to
   Vendor certain assets of Vendor’s; and

2. Pursuant to the terms and conditions of the Asset Purchase Agreement, Vendor and
   Purchaser agreed that a certain portion of the purchase price of the asset purchase transaction
   is to be held in escrow pending Vendor’s compliance with all of the requirements and
   conditions of the laws of the State of ___________________.


                                            TERMS

       NOW THEREFORE for the good and valuable consideration of the mutual covenants
and agreements contained herein, the receipt and adequacy of which is hereby acknowledged,
Vendor and Purchaser hereto covenant and agree as follows:

1. The sum of ______________ ($__________) Dollars from the purchase and sale of assets
   (the “Escrow Amount”) shall be deposited into a separate interest bearing account.

2. The Escrow Amount shall be held in such interest bearing account until such time Vendor
   has provided satisfactory evidence to Purchaser and its attorneys of the following:

   a. Vendor has complied with all of the requirements and conditions of the laws of the State
      of ______________________ and has provided to Purchaser or its attorneys a full and
      complete list of all of Purchaser’s creditors, together with all amounts due and owing to
      such creditors;

   b. Any and all amounts due and owing to Vendor’s creditors have been paid in full, and
      until such time that Vendor or its attorneys has provided to Purchaser or its attorneys a
      release of all of Vendor’s creditors, which release shall contain a release of any claims
      against Vendor’s assets being purchased by Purchaser.

3. Upon satisfaction of the requirements contained in Paragraph 2 above, the Escrow Amount
   shall be delivered to Vendor upon completion of the asset purchase transaction and delivery
   by Vendor to Purchaser of a bill of sale for the assets being purchased by Purchaser.




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4. All of the terms and conditions contained herein shall be binding upon Vendor, Purchaser,
   and their respect heirs, executors, successors, and assigns and hereby bind Vendor and
   Purchaser to the Escrow Amount, as fixed and settled damages to be paid by the failing party
   to this Agreement.

                                       WITNESSETH

      IN WITNESS WHEREOF, Vendor and Purchaser hereto have duly executed this
Agreement as of the day and year first written above.


(VENDOR)                                                  (PURCHASER)



                        _________                                               ____
Name:                                                     Name:
Title:                                                    Title:




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                                 SCHEDULE “A”

                           ASSET PURCHASE AGREEMENT




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DOCUMENT INFO
Description: This standard escrow agreement for the sale of goods is an agreement, whereby one party gives part of the sale proceeds for the sale of an asset to an escrow agent, to hold in an interest bearing account until the sale is final. The vendor receives the funds once the vendor has complied with all the requirements and conditions of the underlying Asset Purchase Agreement. Companies should use this escrow agreement to ensure that they will be paid for delivering goods or to secure a deal with a distributor.
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