THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of by as identified by OR Corporate documents (the "Client") and, William G Hicks PA, a New York Licensed Attorney having an office at 7208 W Sand Lake Road, Suite 305, Orlando, Florida 32819 as Paymaster (the "Agent").
WHEREAS, Client is negotiating certain agreements to facilitate a $ trade over a period of ;
WHEREAS, the said trade provides that the $ shall be deposited into the Agent's IOLTA account to be held by Agent and that such deposit is a prerequisite to the Client being accepted by the trade;
WHEREAS, the execution and delivery of this Agreement is a condition to the Parties' obligations that the Client agrees to transfer $ to the Agents IOLTA account. Should the Client fail to be accepted for the trade after making the said transfer, the Agent will immediately repay the Client the funds less expenses as described in his Agreement;
WHEREAS, should the Client be accepted and enter into the Trade, the funds shall be held in the Agents IOLTA account for the duration of the Trade and then repaid to the Client less expenses as described in this Agreement;
WHEREAS, Agent has agreed to act as the Agent and to accept, hold, and disburse the Funds on the terms and subject to the conditions of this Agreement;
WHEREAS, Agent cannot and does not guarantee that the Client will be accepted by the Trade. The Parties therefor agree as follows:
Designation as Agent.
The Parties hereto hereby appoint Agent and to accept, hold, and disburse the Funds on the terms and subject to the conditions of this Agreement, and Agent hereby accepts such appointment pursuant to such terms.
Deposit of Funds.
Upon execution of this Agreement, Funds shall be timely deposited into the Account of the Agent (hereinafter referred to as the "Account".
Agent will hold and maintain the Funds in the Account, upon the terms and conditions set forth in this Agreement and shall not disburse all or any portion of the Funds from said Account except as expressly provided herein.
Disbursement of Funds.
At any time, and from time-to-time, prior to termination of this Agreement, Client ("Requesting Party") in accordance with the terms of this Agreement shall deliver to the Agent instructions to disburse Funds, a "Disbursement Notice" and shall constitute a claim by Client for release of the Funds as per this Agreement.
Authority of Agent and Limitation of Liability.
In acting hereunder, Agent shall have only such as are specified herein and no implied duties shall be read into this Agreement, and Agent shall not be liable for any act done, or omitted to be done, by it in the absence of its bad faith, negligence, or misconduct.
Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, and may assume that the validity and accuracy of any statement or assertion contained in such a writing or instrument and may assume that any person purporting to give any writing, notice, or instruction in the connection with the provisions hereof has been duly authorized to do so (unless there is reason to believe to be otherwise).
Representations and Warranties.
Client makes the following representations and warranties to Agent (as applicable)
They are duly organized, validity existing, and in good standing under the laws of the State or Country of its formation, or incorporation or in personal capacity, and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement has been duly authorized by all necessary action, including any necessary member or shareholder approval, has been executed by its duly authorized officers, or duly authorized individual and constitutes its valid and binding Agreement enforceable in accordance with its terms.
The execution, delivery, and performance of this Agreement will not violate, conflict with, or cause a default under its articles of formation, or incorporation, operating agreement or bylaws or other organizational document, as applicable, any applicable law or regulation, or court under or administrative ruling or decree to which it is a party or any of is property is subject, or any agreement, contract, indenture, or other binding arrangement to which it is a party or any of its property is subject.
Notices.
Any notice or communications required or permitted pursuant to any provision of this Agreement shall be in writing, and sent, via recognized international courier service, Fedex, DHL, or UPS, prepaid with delivery receipt, top the applicable address set forth in the first paragraph of this Agreement. Such notice shall be considered properly delivered one (1) business day after the delivery date of such.
Amendment and Waiver.
No provision of this Agreement may be amended, modified, supplemented, or otherwise altered or waived except by an instrument in writing signed by the Parties hereto.
Termination.
This Agreement will terminated upon the distribution of all of the Funds in the Account, in accordance with this Agreement, by the Agent.
Governing Law; Waiver of Jury Trial.
This Agreement shall be construed under the governed laws of the State of New York. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AND SHALL CAUSE ITS RESPECTIVE AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Severability.
If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited, or unenforceable by any court or competent jurisdiction or other authority, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity of enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances. Notwithstanding the forgoing, if such provision could be more narrowly drawn so as not to be restricted, prohibited or unenforceable in such jurisdiction, it shall as to such jurisdiction, be so narrowly drawn, without invalidating the remains provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction ow without affecting its application to other Parties or circumstances.
Headings.
The headings contained in this Agreement are for convenience or reference only and do not form a part of this Agreement.
Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to an an original, and such counterparts together shall constitute and be one and the same instrument.
Third Party Beneficiaries.
This Agreement shall be binding on and shall inure to the benefit of the Parties hereto and their successors and permitted assigns. This Agreement if for the sole benefit of the Parties hereto and their successors and permitted assigns and nothing herein expressed or implied shall give or be construed to give any person, other than the Parties hereto and such successors and assigns, any legal or equitable rights hereunder. Nothing herein is intended or shall be construed to give any other person any right, remedy, or claim under, in or with respect to the Funds held hereunder.
Assignment; Successor Agent.
This Agreement and the rights and obligations hereunder shall not be assignable or transferable by a Party hereto, without the prior written consent of the other Parties hereto; provided however any business entity into which Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion, or consolidation to which Agent shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of Agent, shall be the successor of Agent hereunder, without the execution or filing of any paper or any further act on the part of any of the Parties hereto. Any attempted assignment in violation of this Section shall be void ab initio.
Force Majeure.
No Party to this Agreement shall be liable to any other Party for losses arising out of, or the inability to perform its obligations under the terms of this Agreement, due to acts of God, which shall include, but shall not be limited to, fire, floods, strikes, mechanical failure, war, riot, nuclear accident, earthquake, terrorist attack, computer piracy, cyber-terrorism, or other acts beyond the control of the Parties; it being understood that Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as as soon as reasonably practicable under the circumstances.
THE PARTIES HAVE SIGNED THIS AGREEMENT AS OF THE EFFECTIVE DATE:
William G Hicks (Authorized Signatory)
PAYMASTER FEE
Wire Admin Funds:
Incoming Wire - $75
Outgoing Wire - $175
Fee payable by Client is 0.25 percent (0.25%) of the Total Funds received into the Account for that Client, per each transaction.
The relevant applicable 0.25% Fee shall be deducted from funds received into the account.
PLEASE NOTE: WE DO NOT PROVIDE LEGAL, TAX ACCOUNTING OR INVESTMENT ADVICE.
Please note the funds are initially transferred into Agents Clearing Account for AML (Anti -Money Laundering), prior to being transferred into the Agents IOLTA account. This prevents a transfer effecting other client IOLTA deposits and the co-mingling of such.
Emails.
Please be aware that email communication is not secure and confidentiality cannot be certain with respect to communications sent or received electronically. You authorize us to send written privileged and confidential communications by email, WhatsApp, text message and to communicate orally on cell phones.
Conclusion of Matter.
At the conclusion of this transaction, we will retain your file for six years. After six years we will destroy your file unless you have notified us in writing that you wish to take possession of your file. We reserve the right to charge a fee for the storage, retrieval, and delivery of your file.
William G Hicks P.A. Law Firm
7208 W Sand Lake Rd Suite 305
Orlando, FL 32819
Tl: +1 407-718-8046
BANKING WIRE INSTRUCTIONS (WELLS FARGO)
Name: William G Hicks P.A.
Address: 7208 W Sand Lake Road, Suite 305
Orlando, FL 32819
Account Number: 5302081095
Bank Name: Wells Fargo
Bank Swift Code: WFBIUS6S (for wires only)
Bank ACH R/T (routing) 1221000248
Chips number: 0407
Bank Address: 420 Montgomery,
San Francisco, CA 94104
Bank Officer: Marshall Hasz
Bank Officer Tel: +1 321-418-7429
Regards,
William G Hicks P.A.
William Hicks Attorney at Law
New York Bar: NY4708129
Bill@williamghicks.com