HELSINKI REGION CHAMBER OF COMMERCE ESCROW AGREEMENT
(Document Escrow)

1	Parties to the Agreement

1.1	[company name and business ID] (hereinafter the “Depositor“)
	[address]
	[e-mail and telephone number]
	[contact person]
	[VAT number]
	e-invoice address

1.2	[company name and business ID] (hereinafter the “Depositor“)
	[address]
	[e-mail and telephone number]
	[contact person]
	[VAT number]
	e-invoice address

1.3	Helsingin Kamari Oy (hereinafter the “Escrow Agent“)
	[address]
	[e-mail and telephone number]
	[contact person]	

2 	Definitions

“Material“	means the documentation deposited in accordance with this Agreement. 
 
”Agreement” 	means this agreement.

”List”	means the list defined in Clause 5.2 and delivered to the Escrow Agent.

3	Purpose of the Agreement

3.1	The purpose of the Agreement is to ensure that the Material defined by the Depositors shall be preserved unchanged for the term of the Agreement and that the Depositors shall have the opportunity to obtain copies of and information on the Material. In order to carry out the purpose, the Material shall be deposited with an independent party, i.e. the Escrow Agent, on behalf of the Depositors so that the Depositors shall have the opportunity to obtain and acquaint themselves with the Material only as hereinafter defined and subject to securing the confidentiality of the Material.  

3.2	The Escrow Agent shall receive and store the Material and maintain a dated record thereof. 

3.3	With the Agreement the parties shall define the terms and conditions, 

3.3.1 	upon which the Depositors shall deposit the Material with the Escrow Agent;

3.3.2 	upon which the Escrow Agent shall store the Material; and 

3.3.3	upon which the Escrow Agent shall release or destroy the Material after the expiry of the deposit.  

4	Rights to the Material

4.1	The Material is owned by a party defined in Appendix 1. This Agreement shall have no effect on the intellectual property rights related to the Material. 

5	Deposit of the Material with the Escrow Agent

5.1	The Depositors shall deposit the Material with the Escrow Agent within thirty (30) days of the date when the Agreement has entered into force.

5.2	The Depositors shall conspicuously identify and mark each deposited document or other media on which the Material is written or stored, and deliver the Material to the Escrow Agent clearly arranged in folders. Each folder shall be named and numbered consecutively. In addition, the Depositors shall jointly deliver to the Escrow Agent a separate List where the name and location of each document or other media in the collected material is listed. The listing shall be carried out in the manner that enables the Escrow Agent to identify and find a certain document or other media from the Material based on the List without difficulty and outside help. Both parties shall date and sign the List that they have delivered to the Escrow Agent.    

5.3	The Escrow Agent’s duties under the Agreement shall not begin until the Depositors have duly made the deposit with the Escrow Agent. 

5.4	In connection with the deposit of the Material, the Depositors shall also deliver to the Escrow Agent a written statement including at least the following information: 

- the parties to the Agreement; 
- the date of signature of the Agreement;
- the date of deposit of the Material; and
- the List of the Material to be deposited.

5.5	When the Escrow Agent receives the Material and the List thereof, the Escrow Agent shall conduct a visual deposit inspection to verify that the Material corresponds to the content and quantity descriptions of the List. The inspection shall be conducted only on document unity basis to verify that a sufficient amount of folders has been delivered to the Escrow Agent. If the Escrow Agent determines that the Material does not correspond to the content and quantity description of the List, the Escrow Agent shall notify the Depositors of the discrepancies in writing. The Depositors shall thereafter immediately deliver a new corrected List to the Escrow Agent. 

5.6		After the receipt of the Material into escrow, the Escrow Agent shall keep the Material in a safe place and in a secure manner so that the confidentiality of the Material shall not be endangered. 

5.7	The Depositors represent and warrant that:

5.7.1	the Depositors lawfully own and possess, jointly or separately, all of the Material deposited with the Escrow Agent;

5.7.2		the Depositors have the right to enter into the Agreement and grant to the Escrow Agent the rights under the Agreement regarding all of the Material;

5.7.3		as of the effective date of the Agreement, the Material is not subject to any lien or encumbrance, and that liens or encumbrances, if any, made after the execution of the Agreement will not prohibit, limit or alter the rights and obligations of the Escrow Agent under the Agreement; and

5.7.4	the Material contains only copies of the original material.
 
5.8 	The Depositors shall, jointly or separately, have the right to receive copies of the Material while it is in the Escrow Agent’s possession. The Depositor / Depositors shall deliver to the Escrow Agent a written, dated and signed request for material referring to a certain document or other media identified in the List. If the Escrow Agent can find and copy the document or other media based on the List without difficulty, it shall deliver a copy thereof to the party that has requested the material. Otherwise, the Escrow Agent shall have no duty to agree to the Depositor’s / Depositors’ requests for material.  

5.9	The Depositors may, jointly or separately, request an inspection of the Material based on which the parties can jointly acquaint themselves with the Material and request copies thereof. The duties of the Escrow Agent regarding the inspection are limited to the notification of the request for inspection as well as the time and place of the inspection to both Depositors, delivery of the Material to the inspection organized by the Depositor / Depositors, monitoring that the Material shall remain unchanged, and collection of the Material back to deposit after the inspection. Both Depositors shall have the right to take part in the inspection but the absence of the other Depositor shall not prevent the performance of the inspection. The inspection shall be performed in a place and at a time indicated by the Escrow Agent in accordance with the Escrow Agent’s instructions. The parties shall keep minutes of the performance of the inspection.

5.10 The Escrow Agent shall have the right to make copies of the Material as reasonably necessary to perform the Agreement. The Depositors shall provide any and all instructions regarding the Material as may be necessary to duplicate the Material, including but not limited to the necessary hardware and/or software. The Escrow Agent shall have the right to be assisted by a lawyer or outside expert in the performance of the measures. The Escrow Agent shall be entitled to charge the party requesting the copying or inspection as described above in Clauses 5.8 and 5.9 for the actual working hours and the costs and expenses.

6	Duties of the Escrow Agent

6.1	The Escrow Agent shall

6.1.1	keep the Material in a safe place and in a secure manner so that the confidentiality of the Material shall not be endangered;

6.1.2	confirm the receipt of the Material to the Depositors within seven (7) days after the deposit of the Material with the Escrow Agent; 

6.1.3	maintain written records on its actions taken pursuant to the Agreement; and

6.1.4	release the Material as hereinafter defined.

7	Fees

7.1	The Escrow Agent’s fee pursuant to the Agreement shall consist of an establishment fee and annual fee in accordance with the Escrow Agent’s then current price list. The effective price list on the date of the signature of the Agreement is attached hereto as Appendix 2. The Escrow Agent shall have the right to change the price list by notifying the Depositors thereof in writing at least ninety (90) days prior to the effective date of change. The changes shall have no effect on the payments charged before the effective date of change.

7.2	Should the Depositors require, jointly or separately, the Escrow Agent to take any other measures than to receive and release the Material as well as to keep the Material in escrow, the Escrow Agent may also charge the actual working hours and the costs and expenses in accordance with its then current price list. The Escrow Agent shall always have the right to demand advance payment from the Depositors before taking any measures. If the advance payment is not made, the Escrow Agent shall have the right to refuse to take the requested or necessary measures. 

7.3	Notwithstanding anything to the contrary in this Agreement, the Escrow Agent shall have no obligation to release the Material before all its receivables pursuant to the Agreement have been paid in full.

7.4	Upon the execution of the Agreement, the Escrow Agent shall invoice the Depositors for the establishment fee and in advance the annual fee for the entire agreed term of the Agreement. The fees shall be paid to the Escrow Agent against an invoice. The term of payment is fourteen (14) days from the date of invoice and interest on delayed payments accrues in accordance with the Interest Act (633/82). 

7.5	The Depositors shall be jointly and severally liable for the payment of all the fees of the Escrow Agent

7.6	Upon the earlier termination or expiry of the Agreement, the Escrow Agent shall have no duty to return any advance payments or other payments or compensations. 

8	 Term and Termination of the Agreement

8.1	The Agreement shall enter into force after all the parties to the Agreement have signed it. The Agreement shall remain in force for a fixed period defined in Appendix 1. If either Depositor wishes to prolong the agreed term of the Agreement, it shall notify the Escrow Agent and the other Depositor thereof and of the duration of the new term in writing before the end of the term of the Agreement. The duration of the new term shall be at least one (1) year. In this case, the Material shall not be released but the Agreement shall be prolonged for the new term, and the Escrow Agent shall invoice the party that has requested the prolongation in advance for the current annual fee for the entire agreed new term of the Agreement and, in addition, for other costs and expenses incurred as a result of the prolongation. The Depositors shall have the right to request the prolongation of the Agreement several times, however, no more than for the total period of five (5) years after the original term of the Agreement.  

8.2	Upon the termination of the Agreement, either upon the expiry of the term or prolonged term or otherwise, the Material shall be returned to the party defined in Appendix 1, unless the Depositors jointly notify the Escrow Agent otherwise in writing.  

8.3	The Escrow Agent undertakes to release the Material at any time during the term of the Agreement to the party determined by the Depositors, if the Depositors request it in writing from the Escrow Agent. 

8.4	The Agreement shall expire, if the Escrow Agent releases the Material based on the Depositors’ joint request or otherwise in accordance with the Agreement. 

8.5	The Escrow Agent shall have the right to terminate the Agreement upon ninety (90) days’ written notice. The Escrow Agent shall, however, have no right to terminate the Agreement without first negotiating with the Depositors on a solution that would reasonably ensure the fulfillment of the purpose of the Agreement.   

8.6	The Escrow Agent shall have the right to terminate the Agreement with immediate effect if any one of the Escrow Agent’s receivables based on the Agreement has been unpaid for over sixty (60) days from the due date and the payment has not been made within thirty (30) days of the dispatch of the Escrow Agent’s written notice of the delay. In the event that the payment is invoiced from only the other Depositor, the termination shall, however, be subject to the Escrow Agent’s written notice of the delay to the other Depositor and the Depositor’s failure to pay the outstanding receivable within thirty (30) days of the dispatch of the notice.  
 
8.7	The termination of the Agreement for whatever reason shall always be notified to the other parties in writing.

8.8	Upon the termination of the Agreement, the Escrow Agent shall release the Material to the party entitled to it at the Escrow Agent’s option as follows:

8.8.1	The Escrow Agent shall notify the entitled party in writing that the Material is available in a place determined by the Escrow Agent in Helsinki, Finland. The Escrow Agent shall have the right to destroy the Material at the expense of the entitled party if such party has not collected the Material within six (6) months of the above notification; or

8.8.2	The Escrow Agent shall dispatch the Material verifiably to the entitled party.

8.9	Upon the termination of the Agreement, the party entitled to the Material may alternatively request that the Escrow Agent destroys the Material against payment. If these parties reach an agreement on the payment for the destruction and other terms thereon, the Escrow Agent shall destroy the Material in the agreed manner. This notwithstanding, the Escrow Agent shall have the right to perform the destruction in accordance with Clause 8.8.1.  

9	Liability of the Escrow Agent

9.1	The Escrow Agent undertakes to fulfill its obligations under the Agreement with care and to the best of its abilities. The Escrow Agent shall not be liable for any damage to the Material or other damages caused by an act or omission of another party to the Agreement.

9.2	The Escrow Agent shall have neither the duty to examine the delivered Materials’ conformity with the Agreement, completeness, correctness, quality, condition or conformity with the List, nor a duty to examine whether the material deposited with it is the Material specified in the Agreement, unless otherwise agreed in the Agreement.  

9.3	The Escrow Agent shall not be liable for anything relating to the Material such as its conformity with the Agreement, completeness, correctness, quality or condition, or non-conformity with the List.

9.4	The Escrow Agent may rely on any written notification, notice, communication, demand, request or any other correspondence submitted to it under the Agreement and act accordingly.  	 

9.5	The Escrow Agent shall not be liable for any indirect or consequential damages.

9.6	The Escrow Agent shall not be liable for any damages in excess of ten thousand (10 000) euros unless the damage results from gross negligence or wilful misconduct.

9.7	A party shall notify the Escrow Agent of a breach of the Agreement within fourteen (14) days of the party’s receipt of information on a cause thereto. The arbitration proceedings shall be instituted within twelve (12) months after a cause thereto has arisen. 

10	Liability of the Parties

10.1	The Depositors shall be jointly and severally liable to the Escrow Agent for all the responsibilities, costs and expenses as well as damages accrued or caused to the Escrow Agent while fulfilling its duties under this Agreement.

11	Force Majeure

11.1	No party shall be liable for damages resulting from an obstacle beyond the party’s control which such party cannot reasonably be required to have taken into consideration at the time the Agreement was entered into and the consequences of which the party also could not reasonably have prevented.

11.2	Any party shall immediately notify the other parties of a force majeure event as well as the termination thereof.

12	Confidentiality

12.1	The parties undertake to keep in confidence the existence of the Agreement and the confidential information of the other parties received in connection with this Agreement. The Escrow Agent undertakes particularly to keep in confidence the Material deposited with it and not to release the Material or any information on the Material to any third parties except as agreed in this Agreement. This Clause shall not limit the Escrow Agent’s right to provide to the Depositors, together or separately, information on the Agreement, Material or other matters as regards the Agreement or its performance.

12.2	The duty of confidentiality shall remain in force also after the termination of the Agreement.

13	Entire Agreement and Amendments

13.1	This Agreement and its Appendices constitute the entire agreement between the parties and supersede all prior communications between the parties concerning the subject matter hereof.

13.2	Any amendments and additions to the Agreement shall be made in writing and signed by all parties hereto.

14	Transfer of the Agreement

14.1	The parties shall have no right to transfer the Agreement. The Escrow Agent shall, however, have the right to transfer the Agreement with the other parties’ written consent, which consent they shall not withheld without a material and justifiable reason thereto. The Escrow Agent shall also have the right to transfer the collection of its receivables based on the Agreement.

15	Notices, Communications and Changes of Addresses

15.1	All notices, communications, demands, requests and other notifications under this Agreement shall be made in writing and sent by mail, telefax or e-mail to the address specified in Clause 1 of this Agreement (or such other address as may be later notified in writing by the receiving party to the other party) and shall be deemed given appropriately and notified at the following dates:

15.1.1	if sent by mail, five days after the date of dispatch as first-class mail; and

15.1.2	if sent by telefax or e-mail, on the next working day (from Monday to Friday excluding holy days) following the acknowledgement of dispatch.

15.2	A party to this Agreement shall notify the other parties immediately in writing of any change of address.

16	Settlement of Disputes and Applicable Law

16.1	Unless otherwise agreed in this Agreement, all disputes arising out of this Agreement shall be finally settled in the arbitration proceedings of one arbitrator. The arbitrator, who shall be an impartial lawyer and independent of the parties to the dispute, shall be appointed by the Board of Arbitration of the Central Chamber of Commerce of Finland and the arbitration shall be conducted in accordance with the rules for Expedited Arbitration of the Arbitration Institute of the Central Chamber of Commerce of Finland. The arbitration proceedings shall take place in Helsinki. The Escrow Agent shall, however, have the right to demand payment based on the Agreement at the District Court of Helsinki.   

16.2	This Agreement shall be governed by the laws of Finland excluding its choice of law provisions that would lead to the application of laws of a foreign country.

17 Appendices

Appendix 1: Basic Information on the Deposit
Appendix 2: Price List

18	Agreement Documents

This Agreement has been prepared in three (3) identical counterparts, one copy for each party.

___________ ____ / ____ / ________

[OFFICIAL COMPANY NAME OF THE DEPOSITOR]
[Signature of the Depositor]

___________ ____ / ____ / ________

[OFFICIAL COMPANY NAME OF THE DEPOSITOR]
[Signature of the Depositor]

In Helsinki    ____ / ____ / ________

[OFFICIAL COMPANY NAME OF THE ESCROW AGENT]
[Signature of the Escrow Agent]