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Third Party Escrow Agreement Template for United States

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Key Requirements PROMPT example:

Third Party Escrow Agreement

"I need a Third Party Escrow Agreement to protect our company's source code as we license our software to a major client, with specific verification procedures and release conditions if we become insolvent or cease business operations, to be effective from March 2025."

Document background
Third Party Escrow Agreements are essential risk management tools used when parties need a secure, regulated method of holding assets, materials, or information until specific conditions are met. These agreements, governed by U.S. federal and state laws, are commonly used in software licensing, real estate transactions, corporate deals, and other scenarios where trust and security are paramount. The agreement specifies all aspects of the escrow arrangement, including deposit requirements, release conditions, verification procedures, and the escrow agent's duties. This type of agreement is particularly valuable when protecting intellectual property, ensuring contract performance, or securing financial transactions.
Suggested Sections

1. Parties: Identifies the depositor, beneficiary, and escrow agent

2. Background: Explains the context and purpose of the escrow arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment of Escrow Agent: Formal appointment and acceptance of the escrow agent's role

5. Deposit of Escrow Materials: Details what is being held in escrow and delivery requirements

6. Release Conditions: Specifies conditions under which the escrow materials will be released

7. Duties of Escrow Agent: Outlines responsibilities and obligations of the escrow agent

8. Fees and Expenses: Details the compensation structure for the escrow agent

9. Term and Termination: Duration of the agreement and termination provisions

Optional Sections

1. Verification Procedures: Procedures for verifying escrow materials - used for technical or software escrow arrangements

2. Intellectual Property Rights: Protection of IP rights in escrow materials - used when escrow involves intellectual property

3. Dispute Resolution: Specific procedures for resolving disputes - used when parties want to specify alternative dispute resolution methods

Suggested Schedules

1. Schedule A - Escrow Materials: Detailed list of materials being held in escrow

2. Schedule B - Fee Schedule: Detailed breakdown of escrow agent fees and payment terms

3. Schedule C - Release Request Form: Standard form for requesting release of escrow materials

4. Schedule D - Verification Procedures: Technical procedures for verifying escrow materials

5. Schedule E - Contact Information: List of authorized representatives and contact details

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Uniform Commercial Code Article 8: Federal regulation governing securities transactions and custody arrangements, relevant for escrow arrangements involving securities

E-SIGN Act: Federal law governing electronic signatures and records, essential for digital execution of escrow agreements

Federal Contract Law: Basic principles governing contract formation, enforcement, and interpretation at the federal level

Bank Secrecy Act: Federal law requiring financial institutions to assist government agencies in detecting and preventing money laundering, applicable if escrow agent is a financial institution

Anti-Money Laundering Regulations: Federal regulations designed to prevent conversion of illegal funds into legitimate assets, relevant for escrow transactions

State Escrow Regulations: State-specific laws governing escrow services, licensing requirements, and operational standards

State Contract Laws: State-specific regulations governing contract formation, enforcement, and remedies

State Licensing Requirements: Specific state requirements for licensing and operating as an escrow agent

State Electronic Transaction Laws: State-specific laws governing electronic transactions and digital signatures

SEC Regulations: Federal securities regulations that may apply to certain types of escrow arrangements involving securities

FinCEN Requirements: Financial Crimes Enforcement Network requirements for reporting and compliance in financial transactions

Consumer Protection Laws: Federal and state laws designed to protect consumer interests in financial transactions

Fiduciary Duty Principles: Legal principles governing the responsibilities and obligations of the escrow agent as a fiduciary

Agency Law: Legal principles governing the relationship between principal and agent in escrow arrangements

Statute of Frauds: Legal doctrine requiring certain types of contracts to be in writing to be enforceable

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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