Escrow Agent Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Escrow Agent Agreement

"I need an Escrow Agent Agreement under Hong Kong law for a real estate transaction closing in March 2025, where the escrow agent (HSBC Hong Kong) will hold both purchase funds and property documents until completion."

Document background
The Escrow Agent Agreement is a crucial document used in Hong Kong for transactions requiring secure handling of assets or funds by a neutral third party. It is commonly utilized in mergers and acquisitions, real estate transactions, complex commercial deals, and international trade. The agreement establishes the framework for the escrow arrangement, detailing how assets will be held, managed, and eventually released. It must comply with Hong Kong's regulatory requirements, including the Trustee Ordinance, Anti-Money Laundering and Counter-Terrorist Financing Ordinance, and relevant financial services regulations. The document is particularly important in Hong Kong's dynamic business environment, where international transactions and complex deal structures are common. It provides security and certainty to all parties by ensuring that assets are properly managed and released only when predetermined conditions are satisfied.
Suggested Sections

1. Parties: Identifies the escrow agent, depositor(s), and beneficiary(ies)

2. Background: Sets out the context of the escrow arrangement and the underlying transaction

3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement

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

5. Escrow Assets: Describes the assets to be held in escrow and delivery mechanisms

6. Escrow Agent's Duties: Details the obligations and responsibilities of the escrow agent

7. Release Conditions: Specifies the conditions under which escrow assets will be released

8. Release Mechanics: Describes the process and procedures for releasing escrow assets

9. Fees and Expenses: Sets out the escrow agent's compensation and expense reimbursement

10. Representations and Warranties: Standard representations from all parties

11. Liability and Indemnification: Limitations of liability and indemnification provisions

12. Anti-Money Laundering Compliance: AML/CTF compliance obligations and procedures

13. Termination: Circumstances and process for terminating the agreement

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Electronic Communications: Include when parties agree to use electronic means for instructions and communications

2. Interest on Escrow Funds: Include when interest will accrue on cash held in escrow

3. Multiple Party Provisions: Include when there are multiple depositors or beneficiaries

4. Foreign Currency Provisions: Include when escrow involves multiple currencies or foreign exchange

5. Tax Provisions: Include when tax implications need specific handling or reporting

6. Substitute or Successor Escrow Agent: Include when possibility of agent substitution needs to be addressed

7. Force Majeure: Include when specific force majeure provisions are required beyond general provisions

Suggested Schedules

1. Schedule 1 - Escrow Assets Description: Detailed description of assets to be held in escrow

2. Schedule 2 - Fee Schedule: Detailed breakdown of escrow agent fees and charges

3. Schedule 3 - Release Instructions: Form and format of release instructions

4. Schedule 4 - Authorized Signatories: List of authorized signatories and specimen signatures

5. Schedule 5 - Notice Details: Contact details and notice requirements for all parties

6. Schedule 6 - KYC Requirements: Required due diligence documentation

7. Appendix A - Operating Procedures: Detailed procedures for handling escrow assets and communications

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Real Estate

Mergers and Acquisitions

Technology and Software

Construction and Infrastructure

International Trade

Private Equity

Corporate Finance

Legal Services

Investment Banking

Relevant Teams

Legal

Compliance

Finance

Treasury

Operations

Risk Management

Corporate Secretarial

Transaction Management

Trust Services

Client Relations

Relevant Roles

Legal Counsel

Corporate Lawyer

Compliance Officer

Transaction Manager

Escrow Officer

Financial Controller

Treasury Manager

Risk Manager

Company Secretary

Operations Manager

Relationship Manager

Trust Officer

Deal Manager

Chief Financial Officer

Banking Operations Manager

Industries
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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