Escrow Holdback Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ESCROW HOLDBACK AGREEMENT

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

**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'); and

**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'); and

**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 [Type of Agreement, e.g., Sale and Purchase Agreement] dated {{agreement_date}} (the 'Primary Agreement') for the purchase and sale of {{description_of_assets_or_shares}} ('Subject Matter'); and

WHEREAS, pursuant to the Primary Agreement, a portion of the purchase price is to be held in escrow by the Escrow Agent to secure certain obligations, representations, warranties, or indemnities of the Seller; and

WHEREAS, the Parties desire to establish the terms and conditions governing the deposit, holding, and release of such escrow funds.

ESCROW AMOUNT

1.1. **Deposit:** The Seller shall deposit with the Escrow Agent, on or before {{deposit_date}}, the sum of {{currency}} {{escrow_amount}} (the 'Escrow Fund'). This Escrow Fund represents {{percentage_of_purchase_price}}% of the total purchase price as stipulated in the Primary Agreement.

1.2. **Purpose of Escrow:** The Escrow Fund shall be held by the Escrow Agent as security for Seller's obligations under {{relevant_sections_of_primary_agreement}} of the Primary Agreement, including without limitation, indemnification obligations for breaches of representations and warranties, and any post-closing adjustments.

TERM OF ESCROW

2.1. **Escrow Period:** The Escrow Agent shall hold the Escrow Fund for a period commencing on the date of this Agreement and ending on {{escrow_end_date}} ('Escrow Period'), unless otherwise extended or terminated earlier in accordance with the provisions of this Agreement.

2.2. **Extension:** The Escrow Period may be extended by mutual written agreement of the Buyer and Seller.

RELEASE OF ESCROW FUNDS

3.1. **Conditions for Release:** The Escrow Fund, or any portion thereof, shall be released by the Escrow Agent only upon the satisfaction of the following conditions:

a) **Expiration of Escrow Period:** Upon the expiration of the Escrow Period, if no unresolved claims have been made by the Buyer, the Escrow Agent shall release the remaining Escrow Fund to the Seller within {{days_to_release}} business days.

b) **Joint Written Instruction:** Upon receipt of a joint written instruction signed by both Buyer and Seller, specifying the amount to be released and the payee.

c) **Award or Judgment:** In accordance with a final and non-appealable award or judgment from a court of competent jurisdiction or an arbitration panel, in the event of a dispute, as provided in this Agreement.

3.2. **Claim Procedure:** In the event Buyer asserts a claim against the Escrow Fund, Buyer shall provide written notice to Seller and Escrow Agent detailing the nature of the claim, the amount claimed, and the basis for such claim. Seller shall have {{response_days}} days to respond to such claim. If Seller disputes the claim, the Parties shall attempt to resolve the dispute amicably.

DUTIES OF THE ESCROW AGENT

4.1. **Safekeeping:** The Escrow Agent shall hold the Escrow Fund in a segregated, interest-bearing account (if agreed by the Parties) at {{bank_name}} in {{deposit_currency}}, separate from its own funds.

4.2. **No Liability:** The Escrow Agent shall not be liable for any action taken or omitted by it hereunder, except for its own gross negligence or willful misconduct.

4.3. **Fees:** The Escrow Agent's fees for its services hereunder shall be {{escrow_agent_fees}}, payable by {{payer_of_fees}}.

GOVERNING LAW AND DISPUTE RESOLUTION

5.1. **Governing Law:** This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

5.2. **Dispute Resolution:** Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be resolved by arbitration in accordance with the rules of the {{arbitration_institution}} sitting in {{arbitration_city}}, {{arbitration_country}}.

GENERAL PROVISIONS

6.1. **Entire Agreement:** This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements.

6.2. **Amendments:** No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by all Parties hereto.

6.3. **Notices:** All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or by reputable courier service to the addresses of the Parties first set forth above.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Escrow Holdback Agreement as of the date first written above.

**BUYER:**

{{buyer_company_name}}

By: _______________________________

Name: {{buyer_signatory_name}}

Title: {{buyer_signatory_title}}

**SELLER:**

{{seller_company_name}}

By: _______________________________

Name: {{seller_signatory_name}}

Title: {{seller_signatory_title}}

**ESCROW AGENT:**

{{escrow_agent_company_name}}

By: _______________________________

Name: {{escrow_agent_signatory_name}}

Title: {{escrow_agent_signatory_title}}