ALTA Settlement Package

ALTA SETTLEMENT PACKAGE

This ALTA Settlement Package (the "Package") is entered into as of by and between Client Name: and Settlement Agent: . The parties agree as follows.

RECITALS

WHEREAS, Client is entering into a transaction affecting real property commonly known as (the "Property");

WHEREAS, Settlement Agent is duly authorized and licensed to provide title, escrow and settlement services and maintains errors and omissions and fiduciary insurance customary for such services;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the closing, disbursement, issuance of ALTA form title insurance and related settlement services to be provided in connection with the transaction identified by Escrow/File Number: and anticipated Closing Date: .

NOW, THEREFORE

1. DEFINITIONS

For the purposes of this Package, the following definitions apply: "Closing Statement" means the final written accounting of receipts, disbursements and adjustments prepared by Settlement Agent; "Title Policy" means the ALTA form title insurance policy or binder to be issued by Title Insurer: in the amount of .

2. SETTLEMENT SERVICES

Settlement Agent shall act as escrow agent and settlement agent to coordinate the closing of the transaction, to collect and hold funds in escrow, to prepare and deliver the Closing Statement, to disburse funds in accordance with written escrow instructions and applicable law, and to take such other ministerial acts as are customary in ALTA closings. Settlement Agent's duties are limited to those expressly set forth in this Package and in the executed escrow instructions.

3. CLOSING STATEMENT AND DISBURSEMENTS

Settlement Agent shall prepare a detailed Closing Statement showing all receipts, disbursements, prorations and adjustments. Client acknowledges that the Closing Statement is an accounting by Settlement Agent and that Settlement Agent may rely on wiring instructions, payoff demands, lender instructions and signed documents provided by Client or third parties. Disbursement instructions, including payee names and remittance details, are as follows:

4. ESCROW FUNDS; ACCOUNTING

All funds received by Settlement Agent pursuant to this Package shall be held in a segregated escrow or trust account in accordance with applicable fiduciary requirements. Settlement Agent will maintain records of receipts, disbursements and reconciliations and will provide a copy of the Closing Statement to Client upon request. Escrow Account Number (if applicable): .

5. TITLE POLICY; PREMIUMS

Settlement Agent will coordinate issuance of the Title Policy by Title Insurer upon receipt of all necessary documentation and payment of the required premium. Client shall pay title premium and lender's policy premium as set forth on the Closing Statement. Title Policy premium and related fees are estimated as follows:

6. REPRESENTATIONS AND WARRANTIES

Client represents and warrants to Settlement Agent that: (a) Client has full power and authority to enter into the transaction and to deliver the escrow instructions; (b) all documents provided to Settlement Agent are genuine and that any signatures thereon are valid; and (c) no material facts have been intentionally withheld from Settlement Agent that would affect Settlement Agent's performance. Settlement Agent represents and warrants that it is licensed where required and will perform services in a commercially reasonable manner consistent with customary ALTA settlement practices.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Client agrees to indemnify, defend and hold harmless Settlement Agent, its officers, employees and agents from and against all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Package, fraud, negligent or intentional misrepresentation, or provision of faulty or incomplete wiring or payoff instructions. Settlement Agent's liability for negligence shall be limited to direct damages and shall not include incidental, consequential or punitive damages. Notwithstanding the foregoing, Settlement Agent shall not be liable for acts or omissions of third parties, including title insurers, lenders or governmental authorities.

8. RECORDS; CONFIDENTIALITY

Settlement Agent shall maintain records relating to the transaction for a commercially reasonable retention period. Except as required by law or to fulfill settlement obligations, Settlement Agent will keep confidential non-public information concerning Client and the transaction and will not disclose such information without Client's written consent.

9. INSURANCE

Settlement Agent represents that it maintains errors and omissions insurance and fiduciary insurance in amounts customary for settlement agents. Upon written request, Settlement Agent will provide certificate information identifying insurance coverage and carrier.

10. TERMINATION

This Package may be terminated by mutual written agreement or upon written notice by either party if the other party materially breaches any provision and fails to cure within ten (10) business days after written notice. Termination shall not affect Settlement Agent's right to payment for services performed or reimbursement for costs incurred prior to termination.

11. NOTICES

All notices, requests or other communications required or permitted under this Package shall be in writing and delivered to the addresses set forth below or to such other address as a party designates in writing.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Package shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

13. GOVERNING LAW

This Package shall be governed by and construed in accordance with the laws of the state where the Property is located, without regard to its choice of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any action arising under this Package.

14. ENTIRE AGREEMENT; SEVERABILITY

This Package, together with the executed escrow instructions and any exhibits expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Package is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Package may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically or by facsimile or other electronic transmission shall be binding and treated as original signatures.

16. ADDITIONAL CLOSING INFORMATION

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