Guarantee Agreement
This Agreement is entered into on [date] between [name of provider of guarantee], having its registered office at [address] (hereinafter referred to as Guarantor), and [name of beneficiary], having its registered office at [address] (hereinafter referred to as Beneficiary).
WHEREAS:
A.The Guarantor has the capacity and is willing to enter into this Agreement;
B.The Beneficiary has requested the Guarantor to grant a guarantee;
NOW THEREFORE the parties hereto agree as follows:
1. Definitions
1.1. “Agreement” means this Guarantee Agreement, including all Annexes to which it refers.
1.2. “Guaranteed Obligation” means any obligation that the Guarantor has agreed to guarantee under this Agreement, which shall include any debt, sum of money, invoice, performance bond, security deposit, or other debt or obligation of any kind due to the Beneficiary;
1.3. “Guarantor” is the party providing the guarantee to the Beneficiary;
1.4. “Beneficiary” is the party that is receiving the benefit of the guarantee provided by the Guarantor;
1.5. “Claim” is any demand made upon the Guarantor by the Beneficiary, or by any third party to whom the Beneficiary has transferred or assigned the Guarantor’s obligation;
1.6. “Loss” is any and all loss, cost, expense, or other damage incurred by the Beneficiary or to any third party to whom the Beneficiary has transferred or assigned the Guarantor’s obligation;
2. Guarantors obligations
2.1. The Guarantor agrees to guarantee the Beneficiary, and any third party to whom the Beneficiary has transferred or assigned the Guarantor’s obligation, against any and all losses regarding the Guaranteed Obligation, as agreed to by the parties, and according to the terms of this Agreement.
2.2. The Guarantor is fully liable and shall pay any and all claims within 30 days of receipt of any written demand from the Beneficiary or anyone to whom the Beneficiary has transferred or assigned the Guarantor’s obligation.
2.3. The Guarantor shall indemnify the Beneficiary and the other parties to whom the Beneficiary has transferred or assigned the Guarantor’s obligation against any and all losses regarding the Guaranteed Obligation, including, but not limited to, any court costs, legal fees, damages, expenses, and other losses that may arise from the Guarantor’s failure to perform as guaranteed.
2.4. The Guarantor agrees to provide the Beneficiary with written notice within 5 days of any change in the Guarantor’s financial condition or any other change that may affect the Guarantor’s obligations under this Agreement.
2.5. The Guarantor agrees to pay all Taxes resulting from the performance of this Agreement.
3. Release and Waiver
The Guarantor waives any right to require the Beneficiary or anyone to whom the Beneficiary has transferred or assigned the Guarantor’s obligation to exhaust any other remedy or proceed against any other person before having recourse or bringing any claim or action against the Guarantor in respect of the Guaranteed Obligation.
4. Term
This Agreement shall come into effect on [date] and shall remain in full force and effect until [date], unless extended or terminated in accordance with the terms of this Agreement.
5. Termination
The Guarantor shall have the right to terminate this Agreement at any time upon not less than 30 days written notice to the Beneficiary. However, such termination shall not release the Guarantor from any liability or obligation that accrued prior to the effective date of termination.
6. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and interpreted in accordance with [applicable governing law].
7. Modification
No variations to this Agreement shall be valid or have any effect unless agreed in writing and signed by both parties.
8. Entire Agreement
This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
9. Waiver
The failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or any other provision, nor shall it constitute a continuing waiver of such provision or of any other provision.
10. Severability
Should any court or other authority of competent jurisdiction determine that any of the provisions of this Agreement are invalid, unlawful or unenforceable to any extent, such provision shall be severed from the remaining provisions which shall remain in full force and effect to the fullest extent permitted by applicable law.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first written above.
[Signatures of both parties]
[Name of the Guarantor]
[Name of the Beneficiary]
