Guarantee Agreement

Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

GUARANTEE AGREEMENT

This Guarantee Agreement is made and entered into on this {{day}} day of {{month}}, {{year}}

BETWEEN:

1. **{{beneficiary_name}}** (Registration Number: {{beneficiary_registration_number}}), a company duly incorporated and existing under the laws of {{beneficiary_jurisdiction}}, with its principal place of business at {{beneficiary_address}} (hereinafter referred to as "the Beneficiary");

AND

2. **{{guarantor_name}}** (Registration Number: {{guarantor_registration_number}}), a company duly incorporated and existing under the laws of {{guarantor_jurisdiction}}, with its principal place of business at {{guarantor_address}} (hereinafter referred to as "the Guarantor");

AND

3. **{{principal_debtor_name}}** (Registration Number: {{principal_debtor_registration_number}}), a company duly incorporated and existing under the laws of {{principal_debtor_jurisdiction}}, with its principal place of business at {{principal_debtor_address}} (hereinafter referred to as "the Principal Debtor").

(The Beneficiary, the Guarantor, and the Principal Debtor are hereinafter collectively referred to as “the Parties” and individually as “a Party”.)

RECITALS

A. The Principal Debtor has entered into an agreement dated {{original_agreement_date}} with the Beneficiary for {{description_of_original_agreement}} (hereinafter referred to as "the Principal Agreement").

B. Under the Principal Agreement, the Principal Debtor is indebted to or may become indebted to the Beneficiary for amounts up to a maximum of {{currency}} {{guaranteed_amount_words}} ({{guaranteed_amount_figures}}).

C. The Beneficiary has required that the Guarantor guarantee the due and punctual performance by the Principal Debtor of its obligations under the Principal Agreement.

D. The Guarantor has agreed to provide such a guarantee on the terms and conditions set out in this Agreement.

1. GUARANTEE AND INDEMNITY

1.1 The Guarantor hereby irrevocably and unconditionally guarantees to the Beneficiary the due and punctual payment and performance by the Principal Debtor of all its present and future obligations and liabilities under the Principal Agreement, including but not limited to the payment of the principal amount, interest, costs, expenses, and any other sums due (hereinafter collectively referred to as "the Guaranteed Obligations").

1.2 This Guarantee shall be a continuing guarantee and shall remain in full force and effect until all the Guaranteed Obligations have been fully and finally discharged.

1.3 The Guarantor indemnifies the Beneficiary against any loss, damage, cost, or expense incurred by the Beneficiary as a result of any failure by the Principal Debtor to perform its Guaranteed Obligations.

2. NATURE OF GUARANTEE

2.1 This Guarantee is a primary obligation of the Guarantor and not merely a secondary obligation. The Guarantor shall be liable as a principal debtor.

2.2 The Beneficiary shall not be obliged to exhaust any other remedies against the Principal Debtor or any other person or any security held by the Beneficiary before enforcing this Guarantee.

3. WAIVERS BY GUARANTOR

3.1 The Guarantor hereby waives all rights of suretyship, including but not limited to the benefits of excussion, division, and cession of actions.

3.2 The Guarantor waives any right to require the Beneficiary to proceed against or exhaust any security held by the Beneficiary from the Principal Debtor or any other party.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Guarantor represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement.

4.2 The execution and delivery of this Agreement will not violate any law, agreement, or instrument to which the Guarantor is a party.

5. NOTICES

5.1 Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be delivered personally, sent by registered mail, or by email to the addresses specified below:

Beneficiary:

Address: {{beneficiary_notice_address}}

Email: {{beneficiary_notice_email}}

Guarantor:

Address: {{guarantor_notice_address}}

Email: {{guarantor_notice_email}}

Principal Debtor:

Address: {{principal_debtor_notice_address}}

Email: {{principal_debtor_notice_email}}

5.2 A notice shall be deemed to have been received (a) upon delivery if delivered personally; (b) on the {{number_of_days}}th business day after posting if sent by registered mail; or (c) within {{number_of_hours}} hours of transmission if sent by email, provided no undeliverable bounce-back message is received.

6. GOVERNING LAW AND JURISDICTION

6.1 This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

6.2 The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of {{governing_jurisdiction}} for the purpose of any legal action or proceedings arising out of or relating to this Agreement.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Guarantee Agreement on the date first above written.

**FOR THE BENEFICIARY:**

_____________________________

Name: {{beneficiary_signatory_name}}

Title: {{beneficiary_signatory_title}}

Duly authorised

**FOR THE GUARANTOR:**

_____________________________

Name: {{guarantor_signatory_name}}

Title: {{guarantor_signatory_title}}

Duly authorised

**FOR THE PRINCIPAL DEBTOR (Acknowledging Party):**

_____________________________

Name: {{principal_debtor_signatory_name}}

Title: {{principal_debtor_signatory_title}}

Duly authorised