Escrow Agreement Template

ESCROW AGREEMENT

This Escrow Agreement (the "Agreement") is made and entered into as of the Effective Date: by and between Depositor Name: with address: and Escrow Agent Name: with address: .

RECITALS

WHEREAS, Depositor desires to deliver certain property, funds or documents to Escrow Agent to be held in escrow subject to the terms and conditions set forth in this Agreement; and

WHEREAS, Escrow Agent is willing to accept and hold such property, funds and documents and to act as escrow agent pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties desire a clear statement of their respective rights, responsibilities and remedies with respect to the items deposited into escrow.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Escrow Property" means the funds, instruments, documents, keys, contracts and other items deposited with Escrow Agent pursuant to this Agreement, including without limitation the items described in Section 2. "Instruction" means a written direction or joint written direction from the party or parties entitled to direct the disposition of the Escrow Property, in the form described in Section 5. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the body of this Agreement.

2. DEPOSIT

Depositor shall deliver to Escrow Agent the Escrow Property described as follows:

3. APPOINTMENT AND ACCEPTANCE

Depositor hereby appoints Escrow Agent to receive, hold and disburse the Escrow Property in accordance with the terms of this Agreement. Escrow Agent accepts such appointment and agrees to hold and disburse the Escrow Property in accordance with the terms and conditions set forth herein, subject to the limitations on liability and duties set forth in Sections 4 and 9.

4. DUTIES OF ESCROW AGENT

Escrow Agent shall: (a) receive, safeguard and account for the Escrow Property; (b) permit inspection of non-confidential Escrow Property by parties entitled to inspect, subject to reasonable prior notice; (c) follow only written Instructions delivered in accordance with Section 5; and (d) exercise reasonable care in the performance of its duties hereunder. Escrow Agent shall have no duty to investigate the validity or sufficiency of any Instruction or the documents or matters underlying any Instruction unless expressly required by applicable law.

5. INSTRUCTIONS; RELEASES

Escrow Agent shall release the Escrow Property only upon receipt of a joint written Instruction signed by the duly authorized representatives of the party or parties identified as having the right to direct disposition, or upon receipt of a final order of a court of competent jurisdiction directing such release. Any Instruction must identify the specific Escrow Property to be released, the recipient, and the basis for release. Escrow Agent may request reasonable proof of authority prior to acting on any Instruction.

6. FEES AND EXPENSES

Depositor shall pay to Escrow Agent fees for its services in the amount of and shall reimburse Escrow Agent for all reasonable costs and expenses incurred in connection with the performance of its duties, including reasonable attorneys' fees, out-of-pocket expenses, taxes and court costs. Escrow Agent may withhold payment of fees and expenses from the Escrow Property prior to disbursement.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the others that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of its obligations do not and will not violate any law, contract or order binding on such party; and (c) all information and documentation delivered to Escrow Agent and relied upon in good faith are true, complete and accurate in all material respects.

8. INDEMNIFICATION

Depositor shall indemnify, defend and hold harmless Escrow Agent and its officers, directors, employees and agents from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or relating to (a) any claims by third parties respecting the Escrow Property, (b) any breach of a representation, warranty or covenant by Depositor, and (c) the reliance by Escrow Agent on any Instruction or document believed by Escrow Agent in good faith to be genuine and properly authorized, except to the extent caused by Escrow Agent's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

Except for gross negligence or willful misconduct, Escrow Agent shall not be liable for any loss of or diminution in value of the Escrow Property due to market conditions, acts of third parties, or any act or omission made in good faith. In no event shall Escrow Agent be liable for consequential, incidental, exemplary or punitive damages.

10. ACCOUNTING; RECORDS

Escrow Agent shall keep records relating to the Escrow Property and shall provide reasonable statements or accountings to the parties upon written request. Any accounting delivered shall be prima facie evidence of the matters set forth therein absent manifest error.

11. TERMINATION

This Agreement shall terminate when all Escrow Property has been disbursed in accordance with the terms hereof and all accrued fees and expenses have been paid. Escrow Agent may resign upon thirty (30) days' prior written notice to Depositor; upon resignation Escrow Agent shall deliver the Escrow Property to such successor as jointly designated by the parties or, failing such designation, to a court of competent jurisdiction for further direction.

12. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or by email with confirmation of receipt to the addresses below or to such other address as any party may designate by notice to the other parties in accordance with this Section.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended, modified or supplemented only by a written instrument signed by the parties hereto. No waiver of any provision hereof shall be effective unless in writing and signed by the party against whom enforcement of such waiver is sought. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the parties' original intent.

16. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. No party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control. The parties agree to cooperate and execute such further documents as may be reasonably necessary to effectuate the purposes of this Agreement.

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