Escrow Information Package

ESCROW INFORMATION PACKAGE

Depositor Name:   Escrow Agent Name:

Depositor Address:

WHEREAS

WHEREAS, Depositor requires secure receipt, holding and disbursement of certain funds, documents and instructions in connection with a specified transaction, and has selected Escrow Agent to receive and hold such funds and documents pursuant to the terms set forth herein; and

WHEREAS, Escrow Agent has agreed to act as fiduciary custodian for the limited purposes described in this Escrow Information Package and will carry out disbursement and recordkeeping duties only in accordance with the express written instructions and documents delivered to Escrow Agent by the parties; and

WHEREAS, the parties desire to set forth the identity of the parties, account information, deposit and disbursement procedures, and other administrative and legal terms governing the handling of escrowed property.

ESCROW ACCOUNT INFORMATION

Checking    Savings    IOLTA / Trust

SCOPE OF WORK

The Escrow Agent's duties are limited to receipt, safekeeping and disbursement of funds and documents as expressly directed in writing by Depositor and other authorized signatories. The specific actions to be undertaken by Escrow Agent are described below and by the attached supporting documentation.

DEPOSIT SCHEDULE

Initial Deposit Amount: $   Due Date:

Permitted Methods of Deposit:    Wire Transfer    Certified Check    ACH

DISBURSEMENT INSTRUCTIONS

Escrow Agent shall disburse funds only upon receipt of (a) written joint instructions signed by both Depositor and Recipient, (b) evidence of satisfaction of specified conditions set forth in the Scope of Work, or (c) a final order of a court of competent jurisdiction directing disbursement. Escrow Agent may rely conclusively upon documents presented in form and substance acceptable to Escrow Agent. In the event of conflicting written instructions, Escrow Agent shall retain funds until the conflict is resolved by joint written direction or final adjudication.

PAYMENT TERMS

Total Consideration Payable Into Escrow: $

Late Payment Fee: applied to overdue balances as specified above.

TERM AND TERMINATION

Effective Date:   Termination Date:

Either party may terminate this Escrow Information Package by providing written notice to the other party and Escrow Agent not less than days prior to the intended termination date. Termination shall not relieve any party of obligations accrued prior to termination nor affect Escrow Agent's duty to disburse funds in accordance with these instructions until final reconciliation and disbursement have occurred.

CONFIDENTIALITY

All non-public information and documents delivered to Escrow Agent in connection with the escrow shall be held in confidence by the parties and by Escrow Agent, and shall not be disclosed except (a) as reasonably necessary to perform Escrow Agent's duties, (b) with the written consent of the party that provided the information, (c) pursuant to legal compulsion or order of a court of competent jurisdiction, or (d) as otherwise required by applicable law. Confidential information does not include information that is or becomes publicly available other than by a breach of this provision.

FEES, COSTS AND INTEREST

Escrow Agent fees and reasonable costs of administration shall be borne by unless otherwise agreed in writing. Interest, if any, earned on funds held in escrow shall be handled as follows:

INDEMNITY; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless Escrow Agent from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorney fees) arising out of or relating to Escrow Agent's actions taken in good faith reliance upon written instructions, documents or certifications delivered by the parties, except to the extent caused by Escrow Agent's gross negligence or willful misconduct. In no event shall Escrow Agent be liable for special, consequential or punitive damages for acts or omissions in connection with this escrow arrangement.

DISPUTE RESOLUTION

If a dispute arises regarding entitlement to funds or documents in escrow, Escrow Agent may, at its option, (a) continue to hold funds pending joint written instructions, (b) interplead funds into a court of competent jurisdiction and deposit related fees and expenses out of the escrow, or (c) accept other resolution methods agreed by the parties in writing. All costs and fees associated with any interpleader or similar proceeding shall be apportioned as ordered by the resolving authority or as agreed by the parties.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Escrow Information Package, together with the written instructions, deposit schedules and supporting documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No modification of this package shall be effective unless in writing and signed by Depositor, Escrow Agent and, where applicable, Recipient.

REQUIRED DOCUMENTS CHECKLIST

Government-issued identification for signatories
Executed purchase/sale agreement or transaction memorandum
Completed wire transfer instructions with bank contact information
Evidence of authorized signatories or corporate resolutions (if applicable)
Draft or final closing statement / settlement statement

CERTIFICATION

By signing below, each signatory represents and warrants that the information provided in this Escrow Information Package is true, complete and accurate to the best of their knowledge, that they have authority to bind the party for whom they sign, and that such party agrees to be bound by the terms and conditions set forth herein.

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