Guarantor Agreement Template

Guarantor Agreement Template

This Guarantor Agreement (“Agreement”) is made as of [Date of Agreement].

1. Parties

Lender (Beneficiary of Guarantee):
Full Legal Name: [Lender Full Legal Name]
Business Name (if applicable): [Lender Business Name]
Address: [Street Address, City, State/Province, ZIP/Postal Code, Country]
Phone: [Lender Phone Number]
Email: [Lender Email Address]

Borrower (Primary Obligated Party):
Full Legal Name: [Borrower Full Legal Name]
Business Name (if applicable): [Borrower Business Name]
Address: [Street Address, City, State/Province, ZIP/Postal Code, Country]
Phone: [Borrower Phone Number]
Email: [Borrower Email Address]

Guarantor:
Full Legal Name: [Guarantor Full Legal Name]
Business Name (if applicable): [Guarantor Business Name]
Address: [Street Address, City, State/Province, ZIP/Postal Code, Country]
Phone: [Guarantor Phone Number]
Email: [Guarantor Email Address]

2. Background

The Borrower and Lender have entered into, or intend to enter into, the following agreement (the “Primary Agreement”):

Name/Type of Primary Agreement: [e.g., “Loan Agreement,” “Lease Agreement,” “Credit Facility Agreement”]
Date of Primary Agreement: [Date or “On or about the date of this Agreement”]
Summary of Obligations: [Short description, such as “repayment of a loan,” “payment of rent,” etc.]

The Guarantor is willing to guarantee certain obligations of the Borrower to the Lender on the terms set out below.

3. Guarantee and Scope

3.1 Guarantee

The Guarantor irrevocably and unconditionally guarantees to the Lender the timely payment and performance of the following obligations of the Borrower under the Primary Agreement (the “Guaranteed Obligations”):

[Describe scope, such as “all amounts of principal, interest, fees, and costs due under the Loan Agreement” or “all rent and other charges due under the Lease Agreement.”]

3.2 Type of Guarantee

Select one:

• ☐ Full and Continuing Guarantee: The Guarantor guarantees all present and future obligations of the Borrower to the Lender under the Primary Agreement until this Agreement ends in accordance with Section 9.

• ☐ Limited Guarantee: The Guarantor’s obligations are limited to the amount and period described in Section 4.

4. Limit of Liability (If Any)

4.1 Maximum Amount

If the guarantee is limited by amount, complete:

Maximum Aggregate Liability of Guarantor: [Currency and Amount or “No stated maximum; full obligations as defined above.”]

4.2 Time Limit (If Applicable)

If the guarantee is limited by time, complete:

Guarantee Period: [Description, such as “for obligations arising on or before [Date]” or “for the first 12 months of the lease term.”]

5. Nature of Guarantor’s Obligations

5.1 Primary and Independent Obligation

The Guarantor’s obligations under this Agreement are primary, not secondary. The Lender may, subject to applicable law and any required procedures:

• Demand payment or performance from the Guarantor without first having to sue or attempt to collect from the Borrower; and

• Enforce this guarantee separately from the Primary Agreement.

5.2 Payment on Demand

Upon written demand by the Lender stating that the Borrower has failed to pay or perform any Guaranteed Obligation when due, the Guarantor will promptly pay or perform the Guaranteed Obligations (up to any applicable limit in Section 4).

6. Costs and Expenses

To the extent permitted by applicable law, the Guarantor will reimburse the Lender for reasonable out-of-pocket costs and expenses (including reasonable legal fees) actually incurred in enforcing this Agreement against the Guarantor, if the Lender prevails in such enforcement.

7. Representations and Warranties of Guarantor

The Guarantor represents and warrants to the Lender that:

• The Guarantor has the legal capacity and authority to enter into this Agreement.

• If the Guarantor is signing on behalf of a company or other entity, the Guarantor is properly authorized to bind that entity.

• The Guarantor has reviewed, or had the opportunity to review, the Primary Agreement and understands the nature of the Borrower’s obligations being guaranteed.

• The Guarantor is not entering into this Agreement under duress or undue pressure.

8. Waivers by Guarantor

To the extent permitted by applicable law, the Guarantor:

• Waives any requirement that the Lender first proceed against the Borrower or any collateral before enforcing this guarantee.

• Waives notice of acceptance of this guarantee, notice of any default by the Borrower, and notice of any changes in the Borrower’s credit or financial condition, except as required by law or explicitly stated in this Agreement.

• Agrees that the Lender may, without releasing the Guarantor (unless otherwise stated here), extend time for payment or performance, modify terms of the Primary Agreement, or release any collateral, as long as such changes do not increase any stated maximum liability or guarantee period limits in Section 4 without the Guarantor’s written consent.

9. Duration and Termination

9.1 Duration

This Agreement remains in effect from the Date of Agreement until it is terminated in accordance with this Section.

9.2 Termination by Guarantor

If permitted, the Guarantor may terminate this Agreement prospectively by giving written notice to the Lender, but any termination:

• Does not affect the Guarantor’s responsibility for Guaranteed Obligations that arose before the effective date of termination; and

• Is subject to any minimum guarantee period or other conditions stated in this Agreement or under applicable law.

9.3 Automatic Termination

This Agreement will automatically terminate when:

• All Guaranteed Obligations have been paid and performed in full; and

• The Lender has released the Borrower from further obligations under the Primary Agreement, or the Primary Agreement has expired or been fully performed, except for any surviving obligations expressly preserved by the parties.

10. Subrogation and Reimbursement

10.1 Subrogation Rights

After the Guarantor has paid any Guaranteed Obligations, the Guarantor may have rights to be reimbursed by the Borrower or to step into the Lender’s position (subrogation) under applicable law.

10.2 Postponement

The Guarantor agrees that any rights of reimbursement or subrogation against the Borrower will not be enforced in a way that prevents the Lender from receiving full payment of the Guaranteed Obligations, unless the Lender agrees otherwise in writing or applicable law limits this provision.

11. Notices

Any notices under this Agreement must be in writing and sent to the addresses or email addresses listed in Section 1, unless a party provides updated contact details in writing.

Permitted notice methods include:

• Personal delivery

• Mail or courier

• Email, if both parties use email and agree to receive notices electronically

12. Governing Law

This Agreement is governed by the laws of [State/Province, Country], without regard to conflict-of-law rules, unless the parties specify a different governing law here: [Alternative Governing Law, if any].

13. Entire Agreement and Amendments

This Agreement sets out the entire understanding between the Lender and the Guarantor regarding the guarantee of the Borrower’s obligations under the Primary Agreement and replaces any prior oral or written understandings about this guarantee.

Any amendment or change to this Agreement must be in writing and signed by the Lender and the Guarantor.

14. No Waiver and Severability

If the Lender does not enforce a right under this Agreement at a particular time, that does not waive the right to enforce it later.

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will continue in effect to the extent permitted by law.

15. Independent Advice

The Guarantor acknowledges that the Guarantor has been advised to seek independent legal or financial advice before signing this Agreement and has had the opportunity to do so.

Signatures

Lender:
Signature: _______________________________
Printed Name: [Lender Full Legal Name or Authorized Signer]
Title (if business): [Title]
Date: [MM/DD/YYYY]

Borrower (to acknowledge this guarantee and the Primary Agreement):
Signature: _______________________________
Printed Name: [Borrower Full Legal Name or Authorized Signer]
Title (if business): [Title]
Date: [MM/DD/YYYY]

Guarantor:
Signature: _______________________________
Printed Name: [Guarantor Full Legal Name]
Title (if business): [Title]
Date: [MM/DD/YYYY]

Witnesses (If Used)

Witness 1:
Signature: _______________________________
Printed Name: [Witness 1 Full Legal Name]
Address: [Witness 1 Address]
Date: [MM/DD/YYYY]

Witness 2 (if required):
Signature: _______________________________
Printed Name: [Witness 2 Full Legal Name]
Address: [Witness 2 Address]
Date: [MM/DD/YYYY]

Notary Acknowledgment (If Required)

State/Province of [State/Province]
County of [County]

On [Date], before me, [Notary Full Name], a Notary Public, personally appeared [Lender Full Legal Name or Authorized Signer], [Borrower Full Legal Name or Authorized Signer], and [Guarantor Full Legal Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Guarantor Agreement for the purposes stated in it.

Notary Public Signature: _______________________________
Notary Public Printed Name: [Notary Full Name]
My Commission Expires: [Date]
Notary Seal: ☐