This Escrow Agreement is between the seller of a business, the buyer of the business and an escrow agent. Under this agreement, the escrow agent agrees to hold a certain sum of money in an escrow account until the buyer and seller agree to release these funds once all terms regarding the business purchase are concluded. The escrow agent agrees to invest the escrow funds in an interest bearing account and to disburse these funds only upon explicit written directions to do so. This agreement sets out the terms of this arrangement including the amount of the funds and how the escrow funds will be delivered to the agent. It is crucial this type of agreement be set forth in writing. A written Escrow Agreement will prove invaluable in the event there are disagreements between the parties regarding the funds in escrow.

This Escrow Agreement includes the following provisions:

• Parties: Sets forth the name of the seller, the buyer and the escrow agent;
• Funds in Escrow/Delivery: The set amount of funds to be deposited into the escrow account and how the funds will be delivered to escrow agent (certified check, wire transfer);
• Investment of Escrow Funds: Sets forth that escrow agent will invest the funds in an interest bearing account selected by the seller and that interest earned on these funds will be held or reinvested until disbursed;
• Disbursement of Funds: Scenarios under which funds will be disbursed (through direction of seller to buyer, at request of buyer, joint direction of both buyer and seller, and disbursement of funds after first anniversary date);
• Duties and Responsibilities: Sets out that escrow agent shall have no duties or responsibilities regarding the account other than those set forth in this agreement;
• Resignation or Removal: Sets forth that escrow agent may resign or be discharged from its duties under this agreement by giving sixty days written notice to buyer and seller at which time a successor escrow agent will be appointed;
• Signatures: The seller, buyer and escrow agent must sign the agreement in the presence of witnesses;
• Schedules/Disbursement of Funds: Schedules A, B and C set out the specific directions regarding disbursement of the escrow funds.

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This attorney-prepared packet contains:

1. General Instructions
2. Escrow Agreement

State Law Compliance: This form complies with the laws of all states