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Escrow Holdback Agreement
"Need an Escrow Holdback Agreement under Singapore law for a software company acquisition, where USD 2 million will be held in escrow for 18 months from March 2025 to cover potential IP infringement claims."
1. Parties: Identification of all parties including depositor, beneficiary, and escrow agent
2. Background: Context of the transaction and purpose of the escrow arrangement
3. Definitions: Key terms used throughout the agreement
4. Appointment of Escrow Agent: Terms of appointment and agent's acceptance
5. Escrow Funds: Description of funds/assets to be held in escrow
6. Release Conditions: Specific conditions for releasing the escrow funds
7. Escrow Agent's Duties: Rights, obligations, and responsibilities of the escrow agent
8. Term and Termination: Duration of the agreement and termination provisions
9. Fees and Expenses: Escrow agent's compensation and reimbursement terms
10. Liability and Indemnification: Limitations of liability and indemnification provisions
11. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Investment of Escrow Funds: Terms for investing held funds during the escrow period
2. Cross-Border Provisions: Additional terms for international transactions and compliance requirements
3. Dispute Resolution: Specific procedures for resolving disputes, including mediation and arbitration provisions
4. Force Majeure: Provisions for unforeseen circumstances affecting performance of obligations
5. Anti-Money Laundering Compliance: Specific provisions regarding AML compliance and reporting requirements
1. Schedule 1 - Release Instructions: Detailed instructions and procedures for releasing escrow funds
2. Schedule 2 - Fee Schedule: Detailed breakdown of escrow agent's fees and payment terms
3. Schedule 3 - Form of Release Notice: Template for requesting release of funds from escrow
4. Appendix A - KYC Documentation Requirements: List of required identification and verification documents
5. Appendix B - Investment Guidelines: Guidelines for investment of escrow funds if applicable
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