Disbursement Instructions Template

DISBURSEMENT INSTRUCTIONS

This Disbursement Instructions (the "Agreement") is made effective as of by and between Payor Name: and Payee Name: .

WHEREAS

WHEREAS, Payor has agreed to transfer and pay certain amounts to Payee in accordance with the scope and schedule set forth in this Agreement; and

WHEREAS, the parties desire to set forth clear, irrevocable instructions for the disbursement of funds, including payee identification, method of transfer, allocation of amounts, and conditions precedent to release; and

WHEREAS, the parties intend these instructions to be binding upon the parties and any paying or escrow agent acting pursuant to this Agreement.

SCOPE OF WORK

DISBURSEMENT INSTRUCTIONS

Disbursement Method: Wire Transfer ACH Check Other:

PAYEE INFORMATION

BANK ACCOUNT DETAILS (IF APPLICABLE)

ALLOCATION OF FUNDS

Item 1: Amount: $

Item 2: Amount: $

Item 3: Amount: $

CONDITIONS PRECEDENT

Disbursement(s) described herein shall be made only upon satisfaction of the following conditions precedent:

Receipt by Payor of an invoice from Payee specifying the amounts and allocation described above.

Certification by Payee that the work described in the Scope of Work has been completed in accordance with the terms of this Agreement.

Delivery of any releases, waivers, or lien waivers as reasonably requested by Payor.

PAYMENT TERMS

Payment shall be made in accordance with the allocation above. Payor shall make disbursement(s) according to the following schedule:

Late payments shall accrue interest at: with a minimum late fee of $ . Interest and fees will be calculated from the original due date until paid in full.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve Payor of obligations to pay for any undisputed amounts properly earned by Payee prior to termination or of obligations arising under sections that by their nature survive termination.

CONFIDENTIALITY

Each party agrees that all non-public information disclosed by one party to the other in connection with this Agreement and marked confidential, or which by its nature should reasonably be considered confidential, shall be held in confidence and not disclosed to third parties except as required by law or with the disclosing party's prior written consent. This confidentiality obligation shall survive termination of this Agreement for a period of three (3) years.

REPRESENTATIONS, WARRANTIES, AND AUTHORITY

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement, that the signatory executing this Agreement on behalf of such party is duly authorized, and that performance of this Agreement will not violate any agreement or obligation known to such party.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its agents from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or failure to comply with applicable law.

TAXES AND WITHHOLDING

Payee is responsible for all taxes arising from amounts paid hereunder, and Payor may withhold taxes if required by applicable law. If Payor is required to withhold any taxes, Payor shall provide Payee with appropriate documentation of such withholding.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses above by hand, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

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 law principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments or schedules hereto signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

EXECUTION AND CERTIFICATION

The undersigned certify that they are authorized to execute this Agreement on behalf of the party for whom they sign and that the information and instructions contained herein are accurate and complete to the best of their knowledge.

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