Fill and Sign the Performance Escrow

Delegation of Performance of Escrow Agreement for Sale of Goods after Delegation of Performance of Sales Agreement Escrow Agreement made on the __________________ (date) , between ________________________ (Name of Assignor) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at _________________ _______________________________________________________________ (street address, city, state, zip code) , referred to herein as Assignor , ______________________ (Name of Assignee) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ___________________________________________________ ____________________________ (street address, city, state, zip code) , referred to herein as Assignee , and ____________________ (Name of Escrow Agent) , of _____________________ __________________________________________________________ (street address, city, state, zip code) , referred to herein as Escrow Agent . 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. Underlying Agreement Assignor entered into an Agreement with ___________________ (Name of Buyer) , of _____________________________________________________________________________ (street address, city, state, zip code) , hereinafter called the Buyer , on _________________ (date) for the purchase from Assignor of ____________________ (quantity or units) of ___________________ (type of goods) for $___________. The Sales Agreement required the goods to comply with the specifications set forth in Exhibit A attached hereto and made a part hereof. The goods were to be delivered according to the Schedule described in Exhibit B attached hereto and made a part hereof. 2. Delegation of Performance On _________________ (date) , Assignor delegated to Assignee the performance of the obligations of Assignor under the Sales Agreement. 3. Assurance of Performance Required Assignor agrees to furnish assurance of performance on __________________ (date) , as demanded by Buyer. 4. Deposit in Escrow Assignor shall deposit with Escrow Agent $____________ on the following terms: (terms of escrow) ______________________________________________________________________ ____________________________________________________________________________. 5. Purpose of Escrow Assignor's deposit shall be held by the Escrow Agent for the purpose set forth above. 6. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 7. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 8. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 9. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 10. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 11. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 12. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 13. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 14. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 15. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. __________________________ ___________________________ (Name of Assignor) (Name of Assignee) By:_____________________________ By:_______________________________ _____________________________ ____________________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation _____________________________ ____________________________ (Signature of Officer) (Signature of Officer) _____________________________ ____________________________ (Signature of Escrow Agent) (Printed Name of Escrow Agent)