ESCROW AGREEMENT

This Escrow Agreement (hereinafter referred to as “the Agreement”) shall come into force on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as “the Effective date”) and is between:

[INSERT THE NAME OF SERVICE PROVIDER] (hereinafter referred to as “the Service Provider”), having its registered office at [INSERT THE ADDRESS OF SERVICE PROVIDER];

[INSERT NAME OF CLIENT] (hereinafter referred to as “the Client”) residing at [INSERT THE ADDRESS OF CLIENT]; and

[INSERT NAME OF ESCROW AGENT] (hereinafter referred to as “the Escrow Agent”) residing at [INSERT ADDRESS OF ESCROW AGENT].

WHEREAS

1. The Client has a requirement of [INSERT SERVICE PROVIDER’s SERVICES] (the “Services”);
2. Service Provider has the skills and expressing interest in performing such services for Client;
3. The Escrow Agent is willing to act as escrow agent with respect to the Escrow Deposit pursuant to the terms and conditions of this Agreement;
4. The Parties wish to evidence their contract in writing;
5. The Parties are duly authorized and have the capacity to enter into and perform this Contract;

NOW THEREFORE IT HAS BEEN AGREED AS FOLLOWS

1. APPOINTMENT OF ESCROW AGENT
   1. The Parties hereby appoint the Escrow Agent as the escrow agent in accordance with the terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment.
2. ESTABLISHMENT OF ESCROW ACCOUNT
   1. The Client hereby deposits with the Escrow Agent immediately available funds in the amount of [INSERT AMOUNT TO BE DEPOSITED WITH ESCROW] (the “Escrow Deposit”) to be held in escrow by the Escrow Agent. The Escrow Agent accepts the Escrow Deposit and agrees to establish and maintain a separate account (the “Escrow Account”) therefore in its capacity as Escrow Agent pursuant to the terms of this Agreement.
   2. A fee of [INSERT THE PERCENTAGE OF ESCROW DEPOSIT THAT SHALL BE CHARGED BY ESCROW AGENT] % of the Escrow Deposit shall be charged by the Escrow Agent which shall be deducted from the Escrow Deposit made by the Client to the Escrow Account.
3. DISBURSEMENT OF ESCROW DEPOSIT
   1. The Escrow Agent is authorized by the Parties to disburse the Escrow Deposit from the Escrow Account on the completion of the Services by the Service Provider. The Escrow Deposit shall be transferred to the Service Provider after the completion of the Services, deduction of all the expenditures and escrow agent fees and on the confirmation of the parties.
   2. The mode of confirmation by the Escrow Agent shall be via [INSERT THE MODE OF CONFIRMATION].
4. CONCERNING THE ESCROW AGENT
   1. Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either party.
   2. Escrow Agent shall have no responsibility to inquire into or determine the genuineness, authenticity, or sufficiency of any services or other documents or instruments submitted to it in connection with its duties hereunder.
   3. Escrow Agent shall be entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any disagreement between the parties hereto as to any facts or as to the happening of any contemplated event precedent to such action.
   4. Escrow Agent shall be entitled and is hereby granted the right to set off and deduct any unpaid fees, non-reimbursed expenses or unsatisfied indemnification rights from amounts on deposit in the Escrow Account.
   5. Escrow Agent shall be, and hereby is, jointly and severally indemnified and saved harmless by the Client and Service Provider from any and all losses, liabilities, claims, proceedings, suits, demands, penalties, costs and expenses, including without limitation fees and expenses of outside and internal counsel and experts and their staffs and of preparation to defend any of the foregoing (“Losses”), which may be incurred by it as a result of its execution, delivery or performance of this Agreement, unless such Losses shall have been finally adjudicated to have been primarily caused by the willful misconduct or gross negligence of the Escrow Agent, and the provisions of this section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. The Client and Service Provider further agree amongst themselves that each shall be responsible for 50% of such Losses, and to the extent the Client and Service Provider pays more than 50% of any such Losses, such party shall be entitled to reimbursement from the non-paying party. To the extent any Loss is caused by the Client, the Company shall indemnify and hold harmless Service Provider from any and all such Losses. To the extent any Loss is caused by Service Provide , Service Provider shall indemnify and hold harmless the Client from any and all such Losses. For the avoidance of doubt, it is understood and agreed that the preceding three sentences are not applicable to the Escrow Agent and shall not be construed to limit in any way the indemnity obligations of the Client and Service Provider to the Escrow Agent, which are set forth in the first sentence of this section.
   6. In the event that (i) any dispute shall arise between the parties with respect to the disposition or disbursement of any of the assets held hereunder or (ii) the Escrow Agent shall be uncertain as to how to proceed in a situation not explicitly addressed by the terms of this Agreement whether because of conflicting demands by the other parties hereto or otherwise, the Escrow Agent shall be permitted to interplead the Escrow Deposit held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded Escrow Deposit. The parties hereto other than the Escrow Agent further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to the same.
   7. Escrow Agent shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the parties to this Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument or document between the other parties. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement or any other Agreement. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION;
   8. Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to the Parties, and the Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees and expenses to which it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall be appointed by the Parties, as evidenced by a joint written notice filed with the Escrow Agent or in accordance with a court order. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon the Parties.
5. INDEMNIFICATION
   1. Each Party shall hold harmless, and indemnify the other Parties and its directors, officers, agents and employees against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss arising out of or incurred or sustained by reason of or arising out of any breach or alleged breach of any of the warranties, representations or agreements herein made by either party, or from any reliance upon any such warranties, representations or agreements or in connection with intentional, willful, wanton, reckless or negligent conduct regarding the services provided herein. However, neither Party shall be indemnified hereunder for any loss, liability, damage, or expense resulting from its sole negligence or willful misconduct.
   2. The Parties, jointly and severally, shall indemnify, defend and hold harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, attorneys’ fees and expenses or other professional fees and expenses which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent, arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates, unless such loss, liability, cost, damage or expense shall have been finally adjudicated to have been directly caused by the willful misconduct or gross negligence of the Escrow Agent. The provisions of this shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.
6. TERMINATION
   1. Upon delivery of all proceeds of the Escrow Account by the Escrow Agent upon the completion of services by the Service Provider and in accordance with this Agreement, this Agreement shall terminate.
   2. The parties should strictly adhere to the terms and provisions of this contract and observe the contract in good faith. Unintentional omission or negligence shall not be a defense against termination.
7. NOTICES
   1. Form of Notice- All notices including notice of termination, requests, claims, demands and other communications between the parties shall be in writing.
   2. Method of Notice: All notices except termination shall be given through email address, registered mail or by courier to the address of each party.
   3. Receipt of Notice: All notices shall be effective upon (i) receipt by the party to which notice is given, or (ii) on the fifth (5th) day following mailing, whichever occurs first.
   4. Any party may change its address for such communications by giving notice to the other party in conformity with this section.
      1. If to the Client: [INSERT THE EMAIL/ADDRESS OF CLIENT]
      2. If to the Service Provider: [INSERT EMAIL/ADDRESS OF SERVICE PROVIDER]
      3. If to the Escrow Agent: [INSERT EMAIL/ADDRESS OF ESCROW AGENT]
8. GOVERNING LAW AND ATTORNEY’S FEES
   1. This Agreement shall be governed by and construed in accordance with the laws of [INSERT STATE/COUNTRY WHOSE LAWS WILL BE APPLICABLE] without regard to its choice of law principles.
   2. The parties’ consent to exclusive jurisdiction and venue in the state courts sitting in [INSERT LOCATION THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTES].
   3. In any action or suit to enforce any right or remedy under this agreement or to interpret any provision of this agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.
9. DISPUTE RESOLUTION
   1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such a significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter that any party may wish to negotiate. If there is no resolution then the Parties agree that any dispute, claim, or action hereunder shall be referred to and finally resolved by arbitration in [INSERT LOCATION WHERE ARBITRATION SHALL TAKE PLACE]. An arbitrator shall be appointed by the parties or by an order of a competent court. The decision of the arbitrator shall be final and binding. The language to be used and all written documents provided in any such arbitration shall be in English.
   2. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a final order of a court of competent jurisdiction or a final arbitration decision directing delivery of the Escrow Property, (ii) receives a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such final court order, arbitration decision, or agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all.
10. FORCE MAJEURE
    1. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other parties and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.
11. SEVERABILITY
    1. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this agreement shall be interpreted so as best to reasonably effect the intent of the parties.
12. ASSIGNMENT
    1. The Parties shall have no right to (a) assign this agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the services without the other parties prior written consent. Any such purported assignment shall be void.
13. WAIVER OF RIGHTS
    1. A failure or delay in exercising any right, power or privilege in respect of this agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
14. ELECTRONIC SIGNATURES
    1. This Standard Clause provides that parties may authenticate the agreement with an electronic signature. Each party agrees that the electronic signatures whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same legal force and effect as manual signatures.
    2. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures.
15. AMENDMENT AND MODIFICATION
    1. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
16. BINDING EFFECT
    1. This agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.
17. MISCELLANEOUS
    1. Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this agreement or of any clause.
    2. Each party shall cooperate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this agreement.
18. ENTIRE AGREEMENT
    1. This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
19. DECLARATION
    1. The parties have carefully reviewed this contract and agree to and accept all of its terms and conditions. Both the parties are executing this Agreement as of the Effective Date above.

IN WITNESS WHEREOF the parties have hereunto set their hands and seals the day and year first above written.

Signed, sealed and delivered

CLIENT

IN THE PRESENCE OF

Name- [INSERT THE NAME AND CONTACT OF WITNESS]

Date- [INSERT THE DATE ON WHICH CLIENT SIGNS THE AGREEMENT]

Signed, sealed, and delivered by

SERVICE PROVIDER

IN THE PRESENCE OF

Name- [INSERT THE NAME AND CONTACT OF WITNESS]

Date- [INSERT THE DATE ON WHICH SERVICE PROVIDER SIGNS THE AGREEMENT]

Signed, sealed and delivered

ESCROW AGENT

IN THE PRESENCE OF

Name- [INSERT THE NAME AND CONTACT OF WITNESS]

Date- [INSERT THE DATE ON WHICH ESCROW AGENT SIGNS THE AGREEMENT]