Official Escrow Account Agreement

Between Two Companies

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This Escrow Account Agreement is entered into on [Date] by and between the following parties:

1. Seller:
Company Name: ……………………………
Country of Registration: ……………………………
Official Address: ……………………………
Authorized Representative: ……………………………
Company ID / Commercial Registration: ……………………………

2. Buyer:
Company Name: ……………………………
Country of Registration: ……………………………
Official Address: ……………………………
Authorized Representative: ……………………………
Company ID / Commercial Registration: ……………………………

3. Escrow Bank:
Bank Name: ……………………………
Address: ……………………………
SWIFT Code: ……………………………
Escrow Account Number: ……………………………

Hereinafter referred to collectively as the “Parties” and individually as the “Seller,” the “Buyer,” and the “Escrow Bank.”

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Clause 1 — Purpose of the Agreement

The purpose of this Agreement is to establish a bank Escrow Account for holding funds paid by the Buyer until the fulfillment of the Seller’s obligations according to the underlying Sales/Purchase Agreement No. ………….

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Clause 2 — Buyer’s Obligations

1. The Buyer commits to deposit the amount of USD ……………… into the Escrow Account under the following terms.
2. The funds must be deposited via SWIFT bank transfer with a “Legal and Verifiable Origin.”
3. The Buyer has no right to withdraw or transfer funds from the Escrow Account without a Joint Release Instruction.
4. The Buyer is responsible for paying all bank charges related to transferring funds to the Escrow Account.

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Clause 3 — Seller’s Obligations

1. The Seller is obliged to deliver the goods/services in accordance with the underlying agreement, including:
   • Technical specifications of the goods
   • Delivery Date
   • Standards and Inspection
2. The Seller has no right to withdraw funds from the Escrow Account prior to submitting valid proof of delivery.
3. The Seller shall submit the following documents to trigger the release of funds (modifiable as per the specific contract):
   • Inspection Certificate (SGS / BV)
   • Original Bill of Lading (BL)
   • Commercial Invoice
   • Packing List
   • Certificate of Origin
   • Any other document mutually agreed upon by the Parties.

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Clause 4 — Escrow Bank’s Duties

The Escrow Bank undertakes to:

1. Hold deposited funds in a blocked (Frozen) status until a Joint Release Instruction is received.
2. Release funds solely based on a written Joint Release Instruction from both the Buyer and the Seller.
3. Assume no responsibility regarding the quality, quantity, or delivery of the goods.
4. Act solely as a “Financial Custodian and Agent” in accordance with this Agreement.
5. Provide periodic account balance reports to both Parties.

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Clause 5 — Conditions for Release of Funds

The funds held in the Escrow Account shall be released under the following conditions:

a) Full presentation of shipping documents by the Seller + Buyer’s confirmation.
b) Presentation of a final arbitration award or a valid court order.
c) A written mutual agreement of the Parties.
d) Failure by the Seller to deliver the goods by [Date] (in which case the funds shall be returned to the Buyer).

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Clause 6 — Fees and Charges

1. The cost of establishing and maintaining the Escrow Account shall be borne by ………………….
2. Fees for opening SWIFT messages, transfer commissions, issuance of confirmations, and other bank charges shall be calculated and paid according to the Escrow Bank’s tariff.

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Clause 7 — Timeline

1. This Escrow Account is valid from the date of signing until [Date].
2. If not extended in writing, the account will be closed on the expiry date, and funds will be released according to the last official instruction.

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Clause 8 — Governing Law and Dispute Resolution

1. This Agreement shall be governed by the laws of ……………… (Country).
2. In the event of a dispute:
   • The Parties shall first attempt amicable negotiation.
   • If unresolved, the dispute shall be referred to International Arbitration under the ICC International Court of Arbitration / or another mutually agreed arbitration center. The arbitral award shall be final and binding.

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Clause 9 — Confidentiality

All terms of this Agreement, financial information, account details, and documents of the Parties are confidential and may not be disclosed without prior written consent.

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Clause 10 — Counterparts

This Agreement is executed in three original copies in the Persian language, all having equal validity, with one copy held by the Escrow Bank.

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Signatures and Seals

Seller:
Name: ………………
Signature: ………………
Company Seal

Buyer:
Name: ………………
Signature: ………………
Company Seal

Escrow Bank:
Name: ………………
Signature: ………………
Bank Seal