Stock Escrow Agreement
This Stock Escrow Agreement is between a company, its stockholders, and an escrow
agent, whereby the parties agree to deposit the company’s shares to a escrow agent for
safekeeping. Customize the information of the parties, the type of shares that will be
deposited, the escrow agent’s compensation, substitute escrow agent specifications,
and much more. This agreement is ideal for small businesses or other entities that want
to deposit their shares to an escrow agent.
STOCK ESCROW AGREEMENT
THIS STOCK ESCROW AGREEMENT (hereinafter referred to as the “Agreement”) is made
on ___________________ [Instructions: Insert the date of this agreement] between
______________________ [Instructions: Insert the Company’s name] (hereinafter referred to
as the “Company”) of ____________________________________ [Instructions: Insert the
Company’s address] and ______________________ [Instructions: Insert the Depositors
names] (hereinafter referred to as the “Depositors”) of
____________________________________ [Instructions: Insert the Depositors’ addresses]
and ______________________ [Instructions: Insert the Escrow Agent’s name] (hereinafter
referred to as the “Escrow Agent”) of ____________________________________
[Instructions: Insert the Escrow Agent’s address]
WHEREAS, the Company and the Depositors are parties to a Stock Purchase Agreement, dated
as of ________________________ [Instructions: Insert the date of the stock purchase
agreement] (hereinafter referred to as the “Stock Purchase Agreement”);
WHEREAS, pursuant to the Stock Purchase Agreement the Depositors have agreed to sell to the
Company the Stock Certificates listed on Exhibit A (hereinafter referred to as the “Escrow
WHEREAS, the Stock Purchase Agreement provides that the parties are to execute an escrow
agreement in connection with the deposit of the Stock Certificates by the Depositors;
WHEREAS, the Company and Depositors hereby execute and deliver this Stock Escrow
WHEREAS, the Escrow Agent has agreed to hold and deliver the Escrow Documents pursuant
to the terms and conditions of this Stock Escrow Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as
1. APPOINTMENT OF ESCROW AGENT
The Company and the Depositors hereby appoint the Escrow Agent to serve as escrow agent in
accordance with the terms and conditions of this Agreement. The Escrow Agent accepts such an
appointment and agrees to hold and distribute the Escrow Documents in accordance with this
2. ESCROW FEES
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In consideration for the services to be performed by the Escrow Agent, the Company agrees to
pay the Escrow Agent an amount as set forth in Exhibit B attached hereto and made a part
hereof. Company shall pay the amount due within ____________________ [Instructions: Insert
the amount of time after receiving the invoice the Company will pay the Escrow Agent] of
receipt of Escrow Agent’s invoice.
3. DELIVERY OF ESCROW DOCUMENTS
Upon the execution and delivery of this Agreement, the Company shall deliver the Escrow
Documents to be held and distributed by the Escrow Agent in accordance with this Agreement.
4. DISTRIBUTION OF ESCROW DOCUMENTS
The Escrow Agent shall distribute the Escrow Documents in accordance with the following:
A. The Escrow Agent shall distribute the Escrow Documents at any time in accordance with
a joint written direction from the Company and the Depositors, directing the Escrow
Agent to distribute the Escrow Documents pursuant to this Agreement.
B. The Escrow Agent shall distribute the Escrow Documents in the event (i) the Company
provides written notice stating that the Closing has occurred and that payment for the
Stock Certificates has been made or (ii) the Depositors provide a written notice stating
that the Closing has occurred and that the payment for the Stock Certificates has been
made. The Depositors must also provide evidence reasonably satisfactory to Escrow
Agent for the payment made.
C. Upon distribution of all or any Escrow Documents in accordance with this Agreement,
Escrow Agent shall have no further responsibility.
5. TERMINATION OF ESCROW
A. This Agreement shall commence on the Effective Date and shall continue in effect unless
earlier terminated as provided herein.
B. This Agreement shall be terminated on the earliest of:
i. the date on which the Escrow Agent has completed the final distribution of all the
Escrow Documents in accordance with the terms and conditions of this
ii. the date on which the Company provides Depositors and the Escrow Agent with
written notice stating that all of the conditions have been sufficiently addressed.
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Except for Escrow Agent’s willful misconduct or conduct found to be negligent, or conduct in
disregard of the terms of this Agreement, the Escrow Agent shall not be liable for any action
taken by it in good faith and believed by it to be authorized or within the rights or powers
conferred upon it by this Agreement, and may consult with counsel of its own choice and shall
have full and complete authorization and protection for any action taken or suffered by it
hereunder in good faith and in accordance with the opinion of such counsel.
7. RELIANCE ON NOTICES.
A. The Escrow Agent may rely and act in reliance upon, and shall be protected in acting or
refraining from action, upon any written notice, instruction, order or request furnished to
it hereunder and believed by it to be genuine and to have been signed or presented by the
proper party or parties.
B. Notwithstanding any other provisions herein contained, the Escrow Agent may at all
times act upon and in accordance with the joint written instructions of the Company and
Depositors. The Escrow Agent shall not be liable for any act done or omitted by it in
accordance with such instructions or the exercise of its own best judgment.
8. RESIGNATION; SUCCESSOR ESCROW AGENT
A. If, for any reason, the Escrow Agent is unable or unwilling to continue to act as Escrow
Agent, then it shall give written notice to the Company and the Depositors of its intent to
resign as Escrow Agent. Within ____________________ [Instructions: Insert the
length of time after Escrow Agent’s resignation that the parties will name a
substitute Escrow Agent] following receipt of such notice, the Company and Depositors
shall mutually agree upon a successor escrow agent and formally appoint such successor
B. Upon appointment, such successor escrow agent shall execute and deliver to its
predecessor and to the Company and Depositors an instrument in writing accepting such
appointment. Thereupon, without further action, such successor escrow agent shall be
fully vested with all the rights, immunities, and powers, and shall be subject to all the
duties and obligations of its predecessor.
C. The predecessor Escrow Agent shall, within ____________________ [Instructions:
Insert the length of time after accepting appointment all of the documents will be
delivered to the substitute Escrow Agent] following receipt of the written acceptance
of subsequent appointment, deliver to the Escrow Agent’s successor all books and
records, Escrow Documents, and other property held by the Escrow Agent under this
D. Upon such delivery, all obligations of the Escrow Agent under this Escrow Agreement
shall automatically terminate. If no successor Escrow Agent is designated within the
prescribed ___________________ [Instructions: Insert the length of time after
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Escrow Agent’s resignation that the parties will name a substitute Escrow Agent]
period, or if written acceptance of subsequent appointment is not received within such
period, then the Escrow Agent’s obligations under this Escrow Agreement shall continue,
unless otherwise agreed to by the Company and the Depositors.
The Company and Depositors hereby jointly and severally agree to indemnify the Escrow Agent
for, and to hold it harmless against, any loss, liability, damage or expense incurred without bad
faith or willful misconduct on the part of the Escrow Agent arising out of or in connection with
its entering into and or performing under this Agreement, including the cost and expense
(including, but not limited to, attorneys' fees) of defending itself against any claim or liability.
The Escrow Agent shall be entitled to reimbursement for expenses incurred by it to employ such
legal counsel and other experts as it may deem necessary to advise it properly in connection with
its obligations hereunder and may rely on the advice of such counsel and may pay it reasonable
compensation therefore. All fees and expenses of the Escrow Agent and such legal counsel and
other experts shall be borne equally by the Company and Depositors.
Any notice required or permitted to be given hereunder shall be in writing and shall be deemed
given after being sent by registered or certified mail, postage prepaid, facsimile telecopier,
addressed to the parties as specified in the first paragraph of this Agreement. Any party may
change its respective address by giving ____________________ [Instructions: Insert the
length of time notice required to notify the other parties of an address change] written
notice to the other parties.
The captions in this Agreement are for convenience of reference only and shall not be given any
effect in the interpretation of this Agreement.
13. NO WAIVER
The failure or delay of the Company or the Depositors to insist, in any one or more instances,
upon the performance of any of the terms, covenants or conditions of this Agreement or to
exercise any right, power or privilege under this Agreement, including, but without limiting the
generality of the foregoing, rights, powers or privileges arising from course of performance,
course of dealing and usage of trade, shall not operate or be construed as a relinquishment of
future performance under this Agreement or as a waiver or modification of any of the same or
similar rights, powers or privileges in the future, and the obligation of the Company and the
Depositors with respect to such future rights or performance shall continue in full force and
effect as if such failure or delay had never occurred.
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14. EXCLUSIVE AGREEMENT; AMENDMENT;
This Agreement supersedes all prior agreements among the parties with respect to its subject
matter, is intended as a complete and exclusive statement of the terms of the Agreement among
the parties with respect thereto and cannot be changed or terminated orally.
No party may assign any of its rights or delegate any of its duties under this Agreement, but this
Agreement shall be binding upon and inure to the benefit any successor escrow agent appointed
in accordance with Article VIII.
This Agreement may be executed in counterparts, each of which shall be considered an original,
and all of which together shall constitute the same Agreement.
17. GOVERNING LAW
This Agreement and all amendments hereto and waivers and consents hereunder shall be
governed by, and all disputes arising hereunder shall be resolved in accordance with, the internal
law of the State of _______________________, [Instructions: Insert the state’s laws that will
govern this agreement] without regard to conflicts of law principles.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the
date first written.
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[Instructions: Attach the share certificates that will deposited to the Escrow Agent]
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[Instructions: Insert how the Escrow Agent will be compensated for the services rendered
under this agreement]
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