Legal Funds Direction Form

LEGAL FUNDS DIRECTION FORM

This Legal Funds Direction Form (this Agreement) is made as of Effective Date: by and between Payor Name: and Payee Name: (collectively the Parties), with Escrow Agent / Attorney for receipt of funds identified below: .

RECITALS

WHEREAS, Payor is obligated or intends to disburse certain funds in connection with Matter / Claim: and Case Number / Reference: ; and

WHEREAS, the Parties desire that Payor disburse the funds described below in accordance with the directions and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DIRECTION OF PAYMENT

1.1 Payor shall disburse funds in the aggregate principal amount of: (the Funds) in accordance with the payment instructions provided in Section 2. Payor shall rely upon this written direction as full authority to make the disbursement described herein and shall have no duty to inquire into the underlying transaction other than to confirm satisfaction of the conditions set forth in Section 3.

2. PAYMENT INSTRUCTIONS

2.1 Disbursement method (select one or more as applicable):

Disburse to Attorney/Escrow Trust Account Disburse directly to Payee

3. CONDITIONS PRECEDENT

3.1 Payor shall not be required to disburse any portion of the Funds until the following conditions are satisfied or waived in writing by Payor: (a) receipt by Payor of a fully executed Release or Settlement Agreement signed by Payee and any necessary third parties; (b) delivery of a signed Closing Statement or Settlement Statement demonstrating amounts to be disbursed; and (c) any statutory holdback periods have expired. Evidence of satisfaction of these conditions shall be provided to Payor at least days prior to disbursement.

4. REPRESENTATIONS, WARRANTIES AND AUTHORITY

4.1 Each Party represents and warrants that it has full authority to enter into and perform its obligations under this Agreement, that the execution and delivery of this Agreement has been duly authorized, and that no bankruptcy, insolvency, or other proceeding exists that would affect the validity or enforceability of this direction.

4.2 Payee represents that there are no liens, encumbrances or adverse interests that would prohibit the acceptance of the Funds as directed, except as fully disclosed in writing to Payor in advance of disbursement.

5. INDEMNIFICATION AND LIABILITY

5.1 Payee shall indemnify, defend and hold harmless Payor and its agents, employees and counsel from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to the acceptance, receipt or application of the Funds as directed herein, except to the extent caused by Payor's gross negligence or willful misconduct.

5.2 Payor shall not be liable for any delay in disbursement caused by the need to verify authority, obtain required documents, comply with regulatory or banking procedures, or other events beyond Payor's reasonable control.

6. TAXES; SETOFF

6.1 Unless otherwise agreed in writing, each Party shall be responsible for its own tax obligations arising from receipt or disbursement of the Funds. Payor reserves the right to withhold and remit any taxes required by applicable law prior to disbursement.

6.2 Payor may set off any amounts owed to Payor by Payee against any Funds subject to this direction, provided that Payor provides written notice to Payee specifying the basis and amount of such setoff at least five (5) business days prior to disbursement.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided below. Notices are effective upon receipt.

8. AMENDMENT; WAIVER; COUNTERPARTS

8.1 This Agreement may be amended or modified only by a written instrument signed by all Parties. No waiver of any provision hereof shall be effective unless in writing and signed by the Party to be charged.

8.2 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. Facsimile or electronic signatures shall be effective and binding for all purposes.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

9.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.3 Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

10. MISCELLANEOUS

10.1 Headings. Headings used in this Agreement are for convenience only and shall not affect interpretation.

10.2 Reliance. Payor may rely on any instruction reasonably believed in good faith to have been authorized by the signatories to this Agreement.

10.3 Fees and Expenses. Unless otherwise agreed, each Party shall bear its own fees and expenses arising from negotiation and execution of this Agreement. Costs of wire transfers, bank fees, and similar disbursement expenses may be deducted from the Funds prior to distribution.

IN WITNESS WHEREOF, the Parties have caused this Legal Funds Direction Form to be executed by their duly authorized representatives as of the date first written above.

Sign Now