Escrow Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ESCROW AGREEMENT

This Escrow Agreement ("Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}}, by and among:

1. **Buyer:** {{buyer_company_name}}, a company duly incorporated under the laws of {{buyer_jurisdiction}}, with its principal place of business at {{buyer_address}} (hereinafter referred to as "Buyer").

2. **Seller:** {{seller_company_name}}, a company duly incorporated under the laws of {{seller_jurisdiction}}, with its principal place of business at {{seller_address}} (hereinafter referred to as "Seller").

3. **Escrow Agent:** {{escrow_agent_company_name}}, a company duly incorporated under the laws of {{escrow_agent_jurisdiction}}, with its principal place of business at {{escrow_agent_address}} (hereinafter referred to as "Escrow Agent").

Buyer, Seller, and Escrow Agent are hereinafter collectively referred to as the "Parties" and individually as a "Party".

RECITALS

WHEREAS, Buyer and Seller have entered into a primary agreement dated {{primary_agreement_date}} concerning {{description_of_primary_agreement}} (the "Primary Agreement");

WHEREAS, pursuant to the Primary Agreement, Buyer is required to deposit certain funds/assets with an independent third party to be held in escrow in accordance with the terms and conditions set forth herein;

WHEREAS, the Parties desire to appoint the Escrow Agent to hold the Escrow Funds/Assets and to disburse them upon the satisfaction of certain conditions as stipulated in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

**1.1 Escrow Funds/Assets:** Means the sum of {{currency}} {{amount}} ({{amount_in_words}}), or the specific assets described in Schedule A attached hereto, deposited by the Buyer with the Escrow Agent.

**1.2 Escrow Period:** The period commencing on the Effective Date of this Agreement and terminating upon the full disbursement or return of the Escrow Funds/Assets in accordance with this Agreement.

**1.3 Effective Date:** The date first written above.

2. DEPOSIT OF ESCROW FUNDS/ASSETS

2.1 The Buyer shall deposit the Escrow Funds/Assets with the Escrow Agent no later than {{deposit_date}}.

2.2 The Escrow Agent acknowledges receipt of the Escrow Funds/Assets upon confirmation from the Buyer and Seller.

3. DISBURSEMENT CONDITIONS

3.1 **Disbursement to Seller:** The Escrow Agent shall disburse the Escrow Funds/Assets to the Seller upon receipt of written joint instructions from both the Buyer and the Seller, or upon presentation of a document confirming the satisfaction of the following conditions:

a. {{condition_1_for_disbursement}}

b. {{condition_2_for_disbursement}}

c. {{condition_3_for_disbursement}}

3.2 **Return to Buyer:** The Escrow Agent shall return the Escrow Funds/Assets to the Buyer upon receipt of written joint instructions from both the Buyer and the Seller, or upon presentation of a document confirming the non-satisfaction or failure of the following conditions:

a. {{condition_1_for_return}}

b. {{condition_2_for_return}}

3.3 In the event of conflicting instructions from the Buyer and Seller regarding the disbursement or return of the Escrow Funds/Assets, the Escrow Agent shall hold the Escrow Funds/Assets until such conflict is resolved by mutual written agreement of the Parties or by an order of a court of competent jurisdiction.

4. DUTIES AND RESPONSIBILITIES OF THE ESCROW AGENT

4.1 The Escrow Agent shall hold the Escrow Funds/Assets in a segregated account, separate from its own assets.

4.2 The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and with reasonable care in accordance with this Agreement.

4.3 The Escrow Agent shall not be responsible for the validity, accuracy, or genuineness of any document or instruction received from the Parties.

4.4 The Escrow Agent's fees for services rendered under this Agreement shall be {{currency}} {{escrow_agent_fee_amount}} ({{escrow_agent_fee_amount_in_words}}), payable by the {{payer_of_escrow_fees}} upon {{payment_terms_for_escrow_fees}}.

5. INDEMNIFICATION

The Buyer and Seller jointly and severally agree to indemnify, defend, and hold harmless the Escrow Agent from and against any and all claims, demands, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with the Escrow Agent's performance of its duties under this Agreement, except for those arising from the Escrow Agent's gross negligence or willful misconduct.

6. TERMINATION

This Agreement shall terminate automatically upon the full disbursement or return of the Escrow Funds/Assets in accordance with its terms. It may also be terminated earlier by mutual written agreement of all Parties.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1 This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

7.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of {{arbitration_institution}} in {{arbitration_city}}, {{arbitration_country}}.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Escrow Agreement as of the Effective Date.

**For Buyer:**

_____________________________

Name: {{buyer_signatory_name}}

Title: {{buyer_signatory_title}}

Date: {{buyer_signature_date}}

**For Seller:**

_____________________________

Name: {{seller_signatory_name}}

Title: {{seller_signatory_title}}

Date: {{seller_signature_date}}

**For Escrow Agent:**

_____________________________

Name: {{escrow_agent_signatory_name}}

Title: {{escrow_agent_signatory_title}}

Date: {{escrow_agent_signature_date}}