“Agreement” shall mean this Escrow Agreement, as amended, supplemented or otherwise modified from time to time.

“Escrow Property” means collectively any and all funds, documents, instruments, or other items delivered to the Escrow Agent pursuant to this Agreement, including any interest or earnings thereon.

“Business Day” means any day except a Saturday, Sunday, or any day on which commercial banks are authorized or required by law to close in [Governing Jurisdiction Placeholder].

“Disbursement Instructions” refers to any joint written instruction, notice, or direction provided to the Escrow Agent by Party A and Party B with respect to the release or disbursement of Escrow Property.

“Release Conditions” means the conditions precedent to the release and disbursement of the Escrow Property, as specified in [Section to be completed with specific release criteria or events].

“Underlying Transaction” has the meaning set forth in the Recitals.

“Fee Schedule” means the fees and expenses to be paid to the Escrow Agent as set forth in [Section for Fee Schedule Placeholder].

“Force Majeure Event” means any event or circumstance beyond the reasonable control of a party or the Escrow Agent, including but not limited to acts of God, war, terrorism, labor disputes, or government action.

Any other capitalized term used in this Agreement and not otherwise defined shall have the meaning ascribed to it in the context in which it is used.

Party A and Party B hereby jointly appoint [Escrow Agent Name] as the escrow agent for the purposes and subject to the terms of this Agreement; the Escrow Agent hereby accepts such appointment and agrees to perform the services and duties as provided herein.

The Escrow Agent shall act as a neutral third party and shall have no duty to investigate or inquire into the validity or sufficiency of any document, instruction, or notice provided to it in connection with the Escrow Property.

The parties acknowledge and agree that the Escrow Agent’s duties are strictly limited to those expressly set forth in this Agreement, and the Escrow Agent shall not be deemed to be a fiduciary, agent, or representative of any party except as expressly provided herein.

The Escrow Agent may rely, and shall be protected in acting or refraining from acting, upon any written notice, instruction, or communication believed by it in good faith to be genuine and authorized.

The Escrow Agent may engage such agents, attorneys, accountants, or other professionals as it may reasonably deem necessary to perform its duties hereunder, and shall be entitled to rely upon advice of counsel concerning all matters pertaining to its duties.

The Escrow Agent shall not be required to take any action that, in its reasonable judgment, might expose it to liability or that is contrary to applicable law.

The appointment of the Escrow Agent under this Agreement shall continue in effect until the termination of this Agreement in accordance with its terms.

The Escrow Agent shall receive, hold, safeguard, and disburse the Escrow Property strictly in accordance with the terms and conditions set forth in this Agreement and any applicable Disbursement Instructions.

The Escrow Agent shall promptly notify the parties in writing of its receipt of any Escrow Property, and issue such confirmations as may be reasonably requested.

The Escrow Agent shall maintain accurate and complete records regarding the Escrow Property received, held, and disbursed, and shall provide periodic reports to the parties upon reasonable request.

Unless otherwise expressly provided herein, the Escrow Agent shall have no responsibility for verifying or determining the accuracy, validity, or enforceability of any document or instruction received in connection with the Escrow Property.

The Escrow Agent shall not be obligated to take any legal action with respect to the Escrow Property or this Agreement unless indemnified to its satisfaction by the parties for all costs and liabilities that may be incurred.

The Escrow Agent shall not be responsible for any loss or diminution of the Escrow Property resulting from force majeure events or the failure of a bank or financial institution in which funds are deposited, provided that the Escrow Agent has exercised reasonable care in the selection of such institution.

The Escrow Agent shall act in good faith and exercise such diligence and care as a professional escrow agent would exercise under similar circumstances.

Party A and/or Party B, as applicable, shall deliver or cause to be delivered to the Escrow Agent the Escrow Property, in such form and manner as specified in this Agreement or as otherwise mutually agreed by the parties.

Upon receipt of the Escrow Property, the Escrow Agent shall provide prompt written notification to both Party A and Party B, confirming the nature and amount of the Escrow Property received.

The Escrow Property shall be held in one or more segregated accounts or facilities maintained by the Escrow Agent at a financial institution of its choosing, selected with reasonable care, and identified as a trust or escrow account for the benefit of the parties.

All Escrow Property delivered to the Escrow Agent shall remain the property of the party or parties entitled thereto unless and until released pursuant to the terms of this Agreement.

The Escrow Agent shall have no responsibility for the sufficiency, accuracy, or legality of the Escrow Property or for determining whether the Escrow Property complies with the requirements of the Underlying Transaction.

All funds deposited shall be held in [currency placeholder], and any interest or earnings on the Escrow Property shall be allocated and distributed as specified by the parties in writing or, in the absence of such instruction, as determined by the Escrow Agent in accordance with standard practice.

The Escrow Agent shall not be responsible for the payment of any taxes or governmental charges arising with respect to the Escrow Property, except as may be expressly set forth in this Agreement.

The Escrow Agent shall release or disburse the Escrow Property only upon receipt of joint written instructions duly executed by authorized representatives of both Party A and Party B, or as otherwise specifically provided in this Agreement.

In the event of conflicting instructions or notices from the parties, the Escrow Agent shall be entitled to refrain from acting until such conflict is resolved to its satisfaction or by final, nonappealable order of a court of competent jurisdiction.

The Escrow Agent shall process disbursements as soon as practicable following receipt of valid instructions, but in no event later than [insert period] Business Days thereafter.

The Escrow Agent shall notify both parties in writing upon any disbursement or release of Escrow Property, specifying the amount, date, and recipient of such disbursement.

If any part of the Escrow Property is to be delivered in installments or tranches, the Escrow Agent shall act in accordance with the disbursement schedule set forth in [insert placeholder for disbursement schedule or instructions].

The Escrow Agent may, in its sole discretion, require such additional documentation or assurances as it reasonably deems necessary to confirm compliance with the Release Conditions prior to any release or disbursement.

Partial releases of the Escrow Property may be made upon satisfaction of partial Release Conditions as mutually agreed by the parties and confirmed in writing to the Escrow Agent.