Contoh Rekening Pengelolaan Rekening Penampungan (Escrow Account)

ESCROW ACCOUNT MANAGEMENT AGREEMENT

This Escrow Account Management Agreement (“Agreement”) is made on this day, on....... Date......................... month       ......................... year Two Thousand Thirteen (dated..  - ..  - 2013) in ______ by and between:

I.        PT [_____], a limited liability company duly established and organized under the laws of Republic of Indonesia, domiciled and has its head office at [_____], in this case is represented by [_____] as the President Director, thus acts for and on behalf of the Company aforesaid (hereinafter is referred to as “PT XXX”);

I.        PT [_____], a limited liability company duly established and organized under the laws of Republic of Indonesia, domiciled and has its head office at [_____], in this case is represented by [_____] as the President Director, thus acts for and on behalf of the Company aforesaid (hereinafter is referred to as “PT YYY”); and

II.       PT [_____], a limited liability company duly established and organized under the laws of Republic of Indonesia,domiciled and has its head office at [_____], in this case is represented by [_____] as the President Director, thus acts for and on behalf of the Company aforesaid (hereinafter is referred to as “Escrow Agent”)

(it is herewith, PT XXX, PT YYY and Escrow Agent jointly is called as the “Parties” or individually is referred to as the “Party”).

The Parties in their capacity above mentioned firstly certified in this Agreement the following matters:

1.         [_______];

2.         That pursuant to the _______ Agreement, PT XXX and PT YYY have consented to open an escrow account and appoint an independent party to manage the escrow account based on the functions and purposes; namely to take in payment funds from ________ for the performance of Work and manage the payment mechanism of payment from the escrow account to the destination account.

In relation thereto aforesaid, the Parties have agreed and consented to enter into this Agreement under the following terms and conditions:

Article 1

DEFINITION

In this Agreement, except otherwise the context provided or required, the constructions described below to be used herein shall have the following meaning:

1.1       Escrow Agent

Shall be a bank appointed by PT XXX and PT YYY in the Agreement for the performance of all terms and conditions contained herein.

1.2       The Branch for Management

            Shall be a _____ Branch or another branch that will be agreed in time to come by the Parties, appointed as a branch for the management of Escrow Account.

1.3       Working Day

            Shall be calendar days from Monday to Friday except Saturday, Sunday and other national holidays in where the Branch for Management is open for its banking operations and Bank Indonesia is open for clearing.

1.4       Work Payment Fund

            Shall be payment fund from PT ________ to PT XXX paid to the Escrow Account, which the use is as per this Agreement.

1.5       Currency of the Agreement

            Shall be a currency used and stated in this Agreement, namely IDR.

1.6       Agreement

            Shall be this Escrow Account Management Agreement together with the renewal, extension, modification, addition, adjustment that will be made in time to come including the appendices thereof.

1.7       Work

            Shall be the work stipulated in, agreed by and implemented based upon agreement for the ____________________.

1.8       ______ Agreement

            Shall be an agreement for the performance of Work signed by PT XXX and PT YYY dated ______.

1.9       Portion of PT XXX

Shall be part of Work Payment Fund that PT XXX is entitled to receive it from time to time, which is in amount of ___% (____ percent) from fund of Work Payment Fund received in the Escrow Account.

1.10       Portion of PT YYY

Shall be part of Work Payment Fund that PT YYY is entitled to receive it from time to time, which is in amount of ___% (____ percent) from the Work Payment Fund received in the Escrow Account.

1.11     Escrow Account

Shall be an escrow clearing account in the currency set out in the Agreement in the name of PT XXX and PT YYY, and no check and clearing account ticket shall be issued, opened and/or being effective by the Escrow Agent and booked in the Branch for Management to accommodate Work Payment Fund to be distributed based on the portion mutually agreed to the Destination Account for Distribution, under the following details:

           

[_____]

[_____]

1.12     Destination Account for Distribution

            Shall be a clearing account consisted of Account of PT XXX and Account of PT YYY.

1.13     Account of HALEYORA

Shall be an account of PT XXX in the Currency set out in the Agreement, opened at Bank ________ as appointed to take in fund portion of PT XXX

Account Number         : _____

Name of Account        : PT XXX

Name of Bank             :

                                     

1.14     Account of PT YYY

Shall be an account of PT YYY  in the Currency set out in the Agreement, opened at Bank ______ branch appointed to take in fund portion of PT YYY.

Account Number         : ______

Nam of Account          : PT YYY

Name of Bank             :

                       

1.15     Instruction Letter

Shall be a letter signed jointly by PT XXX  and PT YYY delivered to the Escrow Agent containing instructions for transfer of fund from the Escrow Account to the Destination Account for Distribution. This letter shall at least include clearly the value of fund in the Currency set out in the Agreement to be distributed to either Party, the Destination Account for Distribution as the distribution target (shall be the account of PT XXX and/ or Account of PT YYY set forth in this Agreement) or another supporting data deemed necessary to support the transaction of fund mutually agreed by the Parties.

1.17     Date of Distribution

Shall be the date of which the Escrow Agent makes distribution of Work Payment Fund from the Escrow Account to the Destination Account for Distribution as per the Instruction Letter.

Article 2

APPOINTMENT OF ESCROW AGENT

2.1       PT XXX and PT YYY herewith appointed PT ______ to act for as an Escrow Agent and PT ______ hereby accepted such appointment and consented to act for as the Escrow Agent in accordance with the terms and conditions set in this Agreement.

2.2       The Escrow Agent may quit or dismiss from its task as an Escrow Agent upon the request of the Escrow Agent and/or of PT XXX and PT YYY collectively under the following provisions:

2.2.1    Such quitting must be firstly informed to the other Party at the latest 14 (fourteen) Working Days prior to the quitting date.

2.2.2    The assignment to a substitute Escrow Agent shall be made under a document of assignment and comes to effect upon and after all funds saved in the Escrow Account have been transferred to an account appointed jointly by PT XXX and PT YYY.

2.2.3    The substitute Escrow Agent shall comply with and be bound to the provisions set out in this Agreement.

2.2.4    The quitting or dismissed Escrow Agent shall be given with a quit et de charge of any responsibilities in relation to its tasks as an Escrow Agent.

Article 3

OPENING OF ESCROW ACCOUNT

2.1       At the latest within 14 (fourteen) Working Days as of the date of this Agreement, the Escrow Agent shall have opened and/or come to effect the Escrow Account that the application system is as defined in this Agreement and further the Escrow Agent notifies in writing the parties.

2.2       The Escrow Account shall function as an escrow account of Work Payment Fund that the withdrawal mechanism shall refer to this Agreement.

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