Escrow Agreement for Sale of Real Property

Escrow Agreement for Sale of Real Property with regard to Deposit of Earnest Money

Agreement made on the , between of , referred to herein as Buyer,

of , referred to herein as Seller, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Escrow Agent.

Whereas, Buyer and Seller executed an Agreement (the Sales Agreement), dated , to purchase and sell certain real property, located in , and described in Exhibit A attached hereto and made a part hereof; and

Whereas, the Sales Agreement provides for the payment of $ to Escrow Agent as earnest money to be held and applied by Escrow Agent in accordance with the Sales Agreement and this Agreement.

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Contemporaneously with Buyer's execution of the Sales Agreement, Buyer directs Escrow Agent to hold the earnest money in accordance with the terms of this Agreement.

2. Escrow Agent agrees to hold, administer, and disburse the earnest money pursuant to this Agreement. Escrow Agent shall deposit the earnest money in an interest bearing account with a national banking association or other federally insured banking institution with which Escrow Agent has established a banking relationship. All interest which shall accrue on the earnest money shall inure to the benefit of the Buyer. Buyer's federal tax identification number is .

3. On (i) receipt by Escrow Agent of written notice and certification from either of Seller or Buyer (that party, as the case may be, referred to as the Notifying Party and the other as the Non-notifying Party) to the Escrow Agent (and with a copy of this notice to be directed to the Non-notifying Party), that there exist certain conditions or facts which, under the Sales Agreement, entitle the Notifying Party to receipt of the earnest money from Escrow Agent; and (ii) a failure by Escrow Agent to receive within days after receipt a written notice and certification from the Non-notifying Party as to nonexistence of the conditions or facts certified by the Notifying Party, Escrow Agent shall disburse the earnest money to the Notifying Party.

If Escrow Agent does receive a notice and certificate from the Non-notifying Party referenced in Subparagraph 3(ii), then Escrow Agent shall tender the earnest money into the custody of any court of competent jurisdiction in , together with any legal pleadings as Escrow Agent deems appropriate, and then obtain a discharge from all liability under this Agreement. Seller and Buyer consent to the jurisdiction and venue of the court indicated above in all matters relating to the earnest money or this Agreement.

4. Escrow Agent acknowledges the receipt of the earnest money, and Escrow Agent agrees to hold and deliver the earnest money in accordance with the terms and conditions of this Agreement. Escrow Agent shall not be entitled to any fees or other compensation for Escrow Agent's services under this Agreement. Escrow Agent shall be liable only to hold the earnest money and to deliver it to the parties named in this Agreement in accordance with the provisions of this Agreement. It is understood that by acceptance of this Agreement, Escrow Agent is only acting in the capacity of a depository, and shall not be liable or responsible to anyone for any damages, loss, or expense unless caused by the negligence or willful malfeasance of Escrow Agent. In the event of any disagreement among any of the parties to this Agreement, or among any of them and any other person, resulting in adverse claims and demands being made in connection with or for any property involved in or affected by this Agreement, Escrow Agent shall be entitled to refuse to comply with any such claims or demands as long as the disagreement continues, and in so refusing, shall make no delivery or other disposition of any property then held by Escrow Agent under this Agreement, and in so doing, Escrow Agent shall not become liable for such refusal. Escrow Agent shall be entitled to continue to refrain from acting until:

A. The right of adverse claimants is finally settled by binding arbitration or finally adjudicated in a court assuming jurisdiction of the property involved in this Agreement or affected by this Agreement, or

B. All differences are adjusted by Agreement and Escrow Agent is notified in writing of such an Agreement signed by the other parties to this Agreement. Furthermore, the Escrow Agent shall have the right, at any time after a dispute between Seller and Buyer has arisen, to pay the earnest money into any court of competent jurisdiction for payment to the appropriate party, at which point Escrow Agent's obligation under this Agreement shall terminate.

5. Buyer and Seller agree to indemnify Escrow Agent against all losses, claims, damages, liability, and expenses, including, but not limited to, costs of investigation and legal counsel fees which may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of Escrow Agent's duties under this Agreement, including, but not limited to, any litigation arising from this Agreement or involving the subject matter of this Agreement.

6. Wherever any notice is required or permitted under this Agreement, the notice shall be in writing and shall be deemed given on personal delivery or upon mailing in the United States mail, registered or certified mail, return receipt requested, postage prepaid, to the addresses set out below or at other addresses as are specified by written notice delivered in accordance with this Agreement:

Seller:

Buyer:

With a copy to: Escrow Agent:

Witness our signatures this .