EXHIBIT 10.1
XXXXXX VALLEY BANK
ESCROW ACCOUNT AGREEMENT
MEMBER FDIC
DATE 5-9-05
NAME OF BUSINESS: SEGUSO HOLDINGS, INC.
NAME OF MASTER ESCROW ACCOUNT: ___________________________
ADDRESS: 0000 00XX XXXXX X-X000, XXXXXXXXXX, XX 00000
PHONE NO: 000-000-0000
CONTACT NAME: XXXXXX XXXXXX
Xxxxxx Valley Bank (the "Bank") has developed an Escrow Account Program. This
Agreement explains the terms and conditions of the program.
1. OVERVIEW - The Escrow Account Program consists of three bank accounts, which
operate as follows:
A) MASTER ESCROW ACCOUNT. This account is a escrow checking account that
contains all funds designated for deposit. All disbursements from the other two
linked accounts, described below, will clear through this checking account. Each
month the business will receive from the Bank a statement detailing all
transactions. This Master Escrow Account will not be subject to service charges.
B) CLIENT ESCROW ACCOUNT: NON-INTEREST BEARING. This account consists of a
series of sub-accounts. Each sub-account will contain the business's name, the
client's name and address, the client's tax identification number ("TIN") and
the client's sub-account number. Failure to provide this information will
require the Bank to place the deposited funds into the business's Master Escrow
Account account. Multiple deposits into each sub-account will be accepted. There
is no limit on the number of transfers from each sub-account. These accounts
will not be subject to monthly service charges.
C) CLIENT ESCROW ACCOUNT: INTEREST BEARING. The third linked account will
consist of another series of sub-accounts. The sub-accounts will contain the
business's name, the client's name and the client's sub-account number. The
business shall certify to the Bank each respective TIN as may be required by
applicable tax statutes and regulations. This is partially to prevent the
business from receiving any 1099's on these accounts. Unless the Bank receives
different instructions from the business, the funds will be deposited into a
money market account with a floating interest rate. The rate will be determined
by the Bank based on conditions and can change periodically. Rate changes become
effective the day of any change. Multiple deposits into each sub-account will be
accepted. Interest earned will be subject to taxation as ordinary income to the
client, and a form 1099 will be mailed directly to each client. These accounts
will
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not be subject to monthly service charges.
Interest on the sub-accounts is earned on collected balances and is
computed on a 365 day, or of a leap year, on a 366 day basis. There is no limit
on the number of transfers from each sub-account when the instructions are
submitted in writing. However, there may not be more than six (6) transfers per
sub-account initiated by Electronic Devices (telephone or telefax) during any
monthly statement.
II. PROCEDURES
A) The business is responsible to determine into which account the deposits
should be made by use of the appropriate deposit slip. The Bank shall not be
responsible under any circumstances to determine the place of deposit.
B) Transfers may be made between all of the accounts, either; a) in person;
b) in writing, or c) by telephone (unless the business elects not to have
telephone transfer services available). Only authorized signatories of the
account or the business's other designated representatives may make such
transfers.
C) All disbursements must be made through the Master Escrow Account. This
may require the business to transfer funds from the sub-accounts.
D) A $25.00 service fee shall be deducted from each sub-account at the time
it is opened.
E) All written and telephone instructions relating to transfers between
accounts should be directed to: Xxxxxx Valley Bank, 00 Xxxxxxxxx Xxxx, Xxxxxxx
XX 00000, Attention: Deposit Operations, (000) 000-0000.
III. APPLICABLE LAWS, RULES AND REGULATIONS. Each of the accounts described
in this agreement is governed by: (1) the laws of the United States; (2) the
laws of New York State; (3) the supervisory rules and regulations of Federal
Reserve System, Comptroller of the Currency and the New York State Banking
Department; (4) local clearing house rules; and (5) this Bank's rules and
regulations pertaining to the bank deposits and checking accounts (to the extent
that they are not inconsistent with the terms of this agreement).
IV. CHANGES/WAIVER. Bank may change the terms of this agreement at any
time, except for changes in the law, which must be implemented immediately.
Notice of any changes will be sent to the business by ordinary mail. Notice by
mail shall be effective immediately.
Bank may change the terms and conditions of this agreement, but the waiver
will apply only on that occasion and any failure to exercise any of its rights
in any instance will not preclude the Bank from exercising such rights at any
other time.
By signing this form the undersigned, on behalf of the Business, certifies
that the business to the terms and conditions of this agreement.
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ESCROW ACCOUNT NUMBER ...............
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ESCROW FAX NUMBER ................... BY /S/ XXXXXX XXXXXX
---------------------------- 5-9-05
SIGNATURE DATE
PRESIDENT/CEO
TITLE
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