This Escrow Agreement (Page 2 of 3) in pdf

Escrow File Number: ____________________

4. In the event that the Company receives any demand or instruction from either Buyer or

Seller which conflicts with demands or instructions received by the Company from the

other of them, with regard to the holding, management and/or disbursement of the

Deposit, then in that event, the Company may, upon its sole and exclusive election, rely

exclusively upon the terms and conditions of the Contract and any and all written

amendments thereto as previously received by the Company and continue to hold or to

disburse the Deposit pursuant thereto. In the alternative, and in the event of such

conflicting demands or claims, the Company may commence an action in any District

Court of the State of Utah naming Buyer and Seller as defendants therein, pay over and

implead the amount of the Deposit to the Court and thereby require Buyer and Seller to

litigate their claims and rights relative thereto. If such an action is filed, Buyer and Seller

shall pay the Company all costs and expenses, including reasonable attorney fees,

incurred by the Company with regard to such court action and the filing of such action

shall release and discharge the Company from any and all further obligation of

performance under this Agreement.

5. In the event that any party to this Agreement defaults in the performance of the

obligations to be performed by such party hereunder, then and in that event, the

defaulting party shall pay all costs and expenses, including reasonable attorney fees,

incurred by each other party in enforcing this Agreement or pursing any other remedy

available under the laws of the State of Utah.

6. This Agreement is a legally binding agreement and Buyer and Seller are encouraged

and advised to seek the advice of an attorney of their choice before signing this

Agreement and with regard to their rights and obligations hereunder. Buyer and

Seller do hereby acknowledge that the Company and its escrow officers and employees

have not provided to either of them legal advice with regard to this Agreement or their

respective obligations hereunder.

7. The Company, its members, officers and employees, shall not be liable to Buyer or Seller

for any act or omission in good faith undertaken or omitted by them under this

Agreement or in connection herewith. The Company is acting as a depository only and

shall not be responsible or liable for acting upon any written notice, request, waiver,

consent, receipt or other document reasonably believed by the Company to be genuine

and to have been signed by or on behalf of Buyer and/or Seller.

8. This Agreement constitutes the full and entire understanding and agreement among the

parties hereto and supersedes any prior instruction, understanding or oral communication.

DATED this ______ day of ________________, 20__

(Signature Page Follows)

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