Escrow Request Form

Escrow Request Form

This Escrow Request Form is entered into by and between Requesting Party: with address: and Escrow Agent: with address: . Date of this request: .

Recitals

WHEREAS, Requesting Party desires to deposit certain funds, instruments, and/or documents into escrow in connection with the transaction described as: (the "Transaction");

WHEREAS, Escrow Agent is willing to act as escrow holder on the terms and conditions set forth in this Escrow Request Form and any additional written escrow instructions executed by the parties; and

WHEREAS, the parties desire to set forth the terms under which Escrow Agent shall receive, hold, disburse and otherwise deal with the escrow property.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. Appointment of Escrow Agent

Requesting Party hereby appoints Escrow Agent to act as escrow holder with respect to the escrow property described in this form and any accompanying written instructions. Escrow Agent accepts such appointment upon receipt of the initial deposit and agrees to perform the duties set forth in this agreement. Escrow Account Reference Number (if applicable):

2. Deposits and Consideration

Requesting Party shall deliver to Escrow Agent the following escrow property: initial deposit amount $ on or before . The nature of the deposit is: .

Method of delivery (select one or more): Wire Transfer Check Physical Delivery

3. Duties and Authority of Escrow Agent

Escrow Agent shall hold the escrow property in a fiduciary capacity and shall perform only those duties expressly set forth in this Escrow Request Form and any written escrow instructions subsequently executed by the parties. Escrow Agent is authorized to: (a) receive and accept deposits, (b) deliver or disburse escrow property in accordance with the release instructions set forth in Section 4, (c) deposit funds in a segregated account, and (d) retain counsel or other professionals at the expense of Requesting Party where reasonably necessary to perform its duties.

4. Release of Escrow Property

Escrow Agent shall release escrow property only upon receipt of a written release signed by all parties entitled to direct the disposition of the escrow property or upon fulfillment of the release conditions set forth below. If conflicting claims or instructions are received, Escrow Agent may, in its sole discretion, (a) continue to hold the escrow property until the dispute is resolved by mutual written agreement of the parties, (b) seek interpleader, or (c) comply with a judicial order. Release conditions or milestones (describe with specificity):

5. Escrow Fees and Expenses

Escrow Agent's fees and charges shall be $ plus reasonable out-of-pocket expenses. Payment of fees shall be made by: Requesting Party Other (specify below)

6. Records, Accounting and Interest

Escrow Agent shall maintain complete and accurate records of all receipts and disbursements relating to the escrow property. Unless otherwise agreed in writing, interest earned on escrow funds shall be handled as follows: .

7. Indemnification and Limitation of Liability

Requesting Party shall indemnify, defend and hold harmless Escrow Agent, its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or related to Escrow Agent's acceptance, custody, or disposition of the escrow property in accordance with this Escrow Request Form, except where such claims arise from Escrow Agent’s gross negligence or willful misconduct. Escrow Agent's liability for any claim arising under this agreement shall be limited to direct damages and shall not include consequential, punitive or exemplary damages.

8. Termination

This Escrow Request Form terminates upon final disbursement of the escrow property and settlement of all fees and expenses, unless earlier terminated by mutual written agreement of the parties. Upon termination, Escrow Agent shall deliver any remaining escrow property as directed in writing by the parties or pursuant to a final judicial order.

9. Notices

All notices, requests, demands and other communications required or permitted under this Escrow Request Form shall be in writing and delivered to the addresses specified below or to such other address as a party may designate by written notice.

10. Governing Law; Entire Agreement; Severability; Amendments; Waiver; Counterparts

Governing Law: This Escrow Request Form 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 Escrow Request Form, together with any separate written escrow instructions executed by the parties, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

Severability: If any provision of this Escrow Request Form is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

Amendments and Waiver: No amendment, modification or waiver of any provision of this Escrow Request Form shall be effective unless in a writing signed by the parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Counterparts: This Escrow Request Form 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. Facsimile or electronic signatures will be treated as original signatures for all purposes.

Execution

The undersigned certify that they have full authority to execute this Escrow Request Form on behalf of the party for whom they sign and that the information contained herein is true and correct to the best of their knowledge.

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