Business ESC Template

BUSINESS ESC TEMPLATE

RECITALS

WHEREAS, Client Name: desires to engage Escrow Agent to receive, hold and disburse funds and documents in connection with certain commercial transactions described herein; and

WHEREAS, Escrow Agent Name: is duly authorized and willing to act as escrow agent upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Effective Date of this Agreement is: , and the parties desire to set forth their respective rights and obligations in writing.

SCOPE OF WORK

The Escrow Agent shall perform escrow services in accordance with the terms of this Agreement. Services include receiving and holding funds, documents, records, instruments and related items, confirming receipt, and disbursing such items only upon delivery of written instructions compliant with this Agreement, applicable law, and the written directions of the parties.

PAYMENT TERMS

Client shall pay Escrow Agent fees and costs as set forth below. All amounts are payable in lawful currency and, unless otherwise specified, are exclusive of taxes for which the paying party is responsible.

If any payment due to Escrow Agent is not received within days of its due date, the overdue amount shall accrue late fees at the rate set forth above and Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Commencement Date: and shall continue until the Completion Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice at least days in advance. Either party may terminate for cause upon a material breach by the other party if such breach remains uncured for a period of 15 days after written notice specifying the nature of the breach. Termination shall not relieve Client of obligations to pay fees accrued through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether orally, in writing, or by inspection, and includes business plans, financial information, customer lists, transaction terms, and documents delivered into escrow. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the receiving party; (b) is received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform obligations under this Agreement; (ii) protect 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; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein. The obligations in this Section shall survive termination of this Agreement for a period of years.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL FEES PAID TO ESCROW AGENT UNDER THIS AGREEMENT.

ASSIGNMENT

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a merger, sale of substantially all of its assets, or other change of control.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules and written instructions executed pursuant to it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

MISCELLANEOUS AND CERTIFICATIONS

Each party represents and warrants that it has the corporate or other organizational power and authority to enter into and perform this Agreement and that the person signing on its behalf is duly authorized to do so. The parties agree to execute and deliver such further documents and do such further acts as may be reasonably required to effectuate the purposes of this Agreement.

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