Payment Guarantee
1. Introduction
This Payment Guarantee (the Guarantee) is made and entered into as of [DATE], by and between [GUARANTOR], a company organised and existing under the laws of [COUNTRY] with its principle address at [ADDRESS], represented by its [TITLE] [NAME] (hereinafter referred to as Guarantor), and [BENEFICIARY], a company organised and existing under the laws of [COUNTRY] with its principle address at [ADDRESS], represented by its [TITLE] [NAME] (hereinafter referred to as Beneficiary).
The Guarantor and Beneficiary are collectively referred to herein as the Parties and each, individually, as a Party.
2. Purpose
The purpose of this Guarantee is to ensure that the Beneficiary receives payment from [DEBTOR], a company organised and existing under the laws of [COUNTRY] with its principle address at [ADDRESS], represented by its [TITLE] [NAME] (hereinafter referred to as “Debtor”) in accordance with the Payment Agreement entered into between the Debtor and the Beneficiary as of [DATE] (the “Payment Agreement”).
3. Agreement
In consideration of the mutual promises and agreements contained herein, the Parties agree as follows:
3.1 The Guarantor irrevocably and unconditionally guarantees to the Beneficiary the prompt and full performance and payment by the Debtor of all of its obligations under the Payment Agreement.
3.2 The Guarantor hereby agrees to pay the Beneficiary the full amount due plus any interest, costs and expenses that may have accrued under the Payment Agreement upon the Beneficiarys written demand, less any partial or full payments received or recovered by the Beneficiary pursuant to the Payment Agreement or any other applicable contracts or laws, within sixty (60) days of the Beneficiarys written demand.
3.3 The Guarantor may not revoke or seek to modify this Guarantee without the written consent of the Beneficiary.
3.4 This Guarantee shall remain in full force and effect until all of the Debtor’s obligations and liabilities under the Payment Agreement have been fully and finally discharged, paid or otherwise satisfied by the Guarantor or recovered by the Beneficiary, whether legally or equitably, from any other source.
3.5 This Guarantee is binding upon and shall inure to the benefit of any permitted assignee of the Beneficiary, and the Guarantor hereby waives any and all notice, including but not limited to any notice of assignment, required for a valid assignment of Beneficiary’s rights hereunder.
4. Miscellaneous
4.1 Entire Agreement. This Guarantee constitutes the entire agreement between the Parties with respect to the matters set out herein, superseding all prior discussions, negotiations and agreements, whether oral or written.
4.2 Severability. In the event that any provision of this Guarantee, or its application to any person or circumstances, is determined by a court of competent jurisdiction or other authority to be invalid, unlawful, or unenforceable to any extent, such provision shall be deemed modified or, in appropriate cases, deleted; and the remaining provisions of this Guarantee shall remain in full force and effect.
4.3 Amendment. No amendment or modification of this Guarantee shall be effective or binding upon either of the Parties unless it is in writing and is signed by duly authorised representatives of both of the Parties.
4.4 Waiver of Rights. No failure by either of the Parties to exercise, and no delay by either of the Parties in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
4.5 Governing Law. This Guarantee shall be governed by and construed in accordance with the internal laws of [JURISDICTION], without giving effect to the principles of conflicts of law.
4.6 Dispute Resolution. All disputes, controversies or claims arising out of or relating to this Guarantee, including its validity, interpretation, performance or breach, shall be resolved by arbitration in accordance with the rules of [ARBITRATION ORGANISATION]. The arbitral tribunal shall render its award in writing and shall be binding upon the Parties.
5. Execution
[SIGNATURES]
IN WITNESS WHEREOF, the undersigned Parties have entered into this Guarantee as of the date first above written.
[NAME], [TITLE], [COMPANY]
[NAME], [TITLE], [COMPANY]
