A holdback escrow agreement among a seller, a purchaser, and an escrow agent to be used in the closing for a purchase and sale of commercial real estate. This Standard Document sets out the terms by which an escrow agent holds and distributes the portion of the purchase price placed in escrow to satisfy certain post-closing obligations of the seller. This Standard Document is drafted in the purchaser's favor, but aims to be reasonable and includes provisions commonly included in many escrow agreements. This Standard Document has integrated notes with explanatory drafting and negotiating tips for all parties.