Business EMD Capture

Business EMD Capture Agreement

This Business EMD Capture Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Whereas

WHEREAS, Client is engaged in negotiations or a transaction for which an earnest money deposit ("EMD") is required to demonstrate good faith and to be held, processed, or otherwise managed by Service Provider under the terms of this Agreement; and

WHEREAS, Service Provider provides payment capture, escrow facilitation, and related remittance services and has represented that it has the systems and authorizations necessary to receive, hold temporarily, and remit EMD funds in accordance with the terms set forth below; and

WHEREAS, the parties desire to set forth their respective duties, the disposition of the EMD, and the procedures for capture, handling, refund, and dispute resolution.

Scope of Work

Service Provider agrees to receive and capture an earnest money deposit on behalf of Client, to hold the captured funds in accordance with the instructions below, and to remit or refund such funds as directed by the written instructions of the parties or by applicable contractual milestone events described herein. Service Provider's duties are limited to administrative capture, holding, accounting, and remittance of the EMD; Service Provider does not provide legal advice and does not act as an escrow agent beyond the capture and remittance functions described in this Agreement.

Payment Terms

By checking below, Client authorizes Service Provider to capture the EMD in the amount specified above using the selected payment method(s) and to charge applicable processing fees as described. Authorization remains valid until the funds are remitted or refunded in accordance with this Agreement.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the desired termination date.

Termination shall not affect obligations incurred prior to the effective date of termination, including the capture, holding, disbursement, or refund of any EMDs. Upon termination, Service Provider shall remit any captured EMD in accordance with written instructions from the parties or any controlling contractual instrument that governs the underlying transaction.

Confidentiality

Each party acknowledges that in performing its obligations under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, financial, or technical information disclosed by one party to the other, whether in written, oral, electronic, or other form. Each party agrees to (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents, or affiliated entities who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, or that is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

Entire Agreement

This Agreement, including any attachments or written instructions incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Additional Provisions

Service Provider will maintain accounting records of all captures, disbursements, and refunds related to EMDs and will provide such records to Client upon reasonable request. Client shall indemnify and hold Service Provider harmless from any losses, liabilities, or costs arising from Client's breach of representations, incorrect payment instructions, or failure to obtain necessary consents or authorizations for remittance of funds, except to the extent such loss arises from Service Provider's gross negligence or willful misconduct.

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