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