Payment Guarantee Agreement Template

Payment Guarantee Agreement Template

This Payment Guarantee Agreement (“Agreement”) is made as of [Date] (“Effective Date”) by and between:

Creditor:
[Creditor Legal Name]
[Entity Type]
[Street Address]
[City, State/Province, ZIP/Postal Code, Country]
Email: [Creditor Email]
Phone: [Creditor Phone Number]

Guarantor:
[Guarantor Legal Name]
[Entity Type or “Individual”]
[Street Address]
[City, State/Province, ZIP/Postal Code, Country]
Email: [Guarantor Email]
Phone: [Guarantor Phone Number]

Debtor (Primary Obligor):
[Debtor Legal Name]
[Entity Type or “Individual”]
[Street Address]
[City, State/Province, ZIP/Postal Code, Country]

Creditor, Guarantor, and Debtor are collectively referred to as the “Parties.”

1. Background

1.1 Underlying Obligations.
Debtor has entered into or will enter into the following agreement creating payment obligations in favor of Creditor (the “Underlying Agreement”):

• Agreement Title: [Underlying Agreement Title]

• Agreement Date: [Date]

• Agreement Reference or Number: [Reference]

1.2 Purpose of Guarantee.
Guarantor agrees to guarantee the payment obligations of Debtor to Creditor under the Underlying Agreement on the terms set out in this Agreement.

2. Guarantee of Payment

2.1 Guarantee.
Guarantor irrevocably and unconditionally guarantees to Creditor the prompt payment when due of all amounts that Debtor is now or in the future required to pay under the Underlying Agreement (the “Guaranteed Obligations”), up to any limit stated in Section 3.

2.2 Nature of Guarantee.
This is a guarantee of payment, not merely of collection. Upon Debtor’s failure to pay any Guaranteed Obligations when due, Creditor may demand payment directly from Guarantor without first proceeding against Debtor or any security.

3. Scope and Limit of Guarantee

3.1 Maximum Liability (if applicable).
Guarantor’s total liability under this Agreement shall not exceed [Maximum Amount and Currency] (excluding any reasonable costs of enforcement permitted under this Agreement), unless otherwise required by law.

[If there is no maximum limit, replace Section 3.1 with: “Guarantor’s liability under this Agreement is not subject to a monetary cap.”]

3.2 Continuing Guarantee.
This Agreement is a continuing guarantee and applies to all Guaranteed Obligations arising under the Underlying Agreement, including renewals, extensions, or amendments, unless expressly limited or terminated in accordance with this Agreement.

3.3 Exclusions (if any).
Any amounts or obligations that are excluded from this guarantee shall be listed here: [Description of any exclusions, if applicable].

4. Demand and Payment

4.1 Demand by Creditor.
If Debtor fails to pay any Guaranteed Obligations when due, Creditor may make written demand on Guarantor specifying the unpaid amounts.

4.2 Time for Payment.
Guarantor shall pay the demanded amount to Creditor within [Number] days after receiving written demand, to the following account or address:

• Account Name: [Account Name]

• Bank Name: [Bank Name]

• Account Number / IBAN: [Account Number / IBAN]

• SWIFT / BIC: [SWIFT/BIC]

• Payment Reference: [Reference]

4.3 Currency.
Payments under this Agreement shall be made in [Currency], or such other currency as Creditor may reasonably require if the Underlying Agreement is denominated in another currency.

5. Waivers and Creditor’s Rights

5.1 No Requirement to Act Against Debtor First.
Guarantor waives any requirement that Creditor first demand payment from or sue Debtor, enforce any security, or exhaust any remedies before enforcing this Agreement against Guarantor.

5.2 Changes to Underlying Agreement.
Guarantor agrees that Creditor may, without releasing or reducing Guarantor’s obligations (except as required by law):

• Extend or renew time for payment by Debtor;

• Modify the Underlying Agreement in ways that do not materially increase the Guaranteed Obligations beyond the limit in Section 3;

• Release or exchange collateral;

• Compromise or settle with Debtor.

5.3 Defenses of Debtor.
Except for defenses that Debtor may have arising from payment in full or discharge by law, Guarantor waives any defenses based on Debtor’s incapacity, lack of authority, or other matters personal to Debtor.

5.4 Set-Off.
Creditor may set off any amounts owed to Guarantor by Creditor against any amounts due from Guarantor under this Agreement, to the extent permitted by law.

6. Duration and Termination

6.1 Duration.
This Agreement remains in effect until all Guaranteed Obligations have been irrevocably paid in full and Creditor no longer has any right to recover under the Underlying Agreement.

6.2 Termination for Future Obligations (if allowed).
Guarantor may terminate this Agreement with respect to future obligations only by giving written notice to Creditor. Such termination does not affect liability for Guaranteed Obligations existing or arising before Creditor receives the notice.

6.3 No Discharge by Intermediate Events.
Guarantor’s obligations are not discharged by intermediate settlements, partial payments, or temporary satisfaction of the Guaranteed Obligations, unless and until they have been fully and finally paid and discharged.

7. Subrogation and Reimbursement

7.1 Subrogation.
Upon making any payment under this Agreement, Guarantor is subrogated to Creditor’s rights against Debtor to the extent of such payment, subject to Creditor’s prior right to be paid in full.

7.2 Reimbursement from Debtor.
Debtor shall reimburse Guarantor for any amounts that Guarantor pays to Creditor under this Agreement, together with any agreed interest or costs between Debtor and Guarantor.

7.3 Postponement of Claims Against Debtor.
Guarantor agrees not to demand or receive repayment from Debtor, or to exercise any rights of subrogation or contribution against Debtor, until the Guaranteed Obligations have been paid in full to Creditor.

8. Representations and Covenants of Guarantor

8.1 Authority and Capacity.
Guarantor represents that Guarantor has full legal capacity and authority to enter into this Agreement and to perform all obligations under it.

8.2 No Reliance on Creditor’s Advice.
Guarantor acknowledges that Guarantor has had an opportunity to seek independent advice and is not relying on any legal, financial, or tax advice from Creditor.

8.3 Information About Debtor.
Guarantor accepts that Creditor has no duty to keep Guarantor informed about Debtor’s financial condition or performance under the Underlying Agreement, unless otherwise agreed in writing.

9. Notices

9.1 Form of Notice.
Any formal notice under this Agreement must be in writing and may be delivered by hand, courier, mail, or email to the addresses stated at the beginning of this Agreement, or to any updated address notified in writing.

9.2 Effective Date of Notice.
Notices are deemed received on the date of actual delivery, or for email, on the date sent if there is no error or bounce-back message.

10. Governing Law and Dispute Resolution

10.1 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of [State/Province, Country], without regard to conflict-of-law rules.

10.2 Dispute Resolution.
If a dispute arises out of or in connection with this Agreement, the Parties shall first attempt in good faith to resolve it through informal discussions. If they cannot resolve the dispute within [Number] days after written notice of the dispute, any Party may pursue [court proceedings / mediation / arbitration] in [City, State/Province, Country].

11. Miscellaneous

11.1 Entire Agreement.
This Agreement constitutes the entire agreement between Creditor and Guarantor regarding the guarantee of the Guaranteed Obligations and supersedes prior oral or written understandings on this subject.

11.2 Amendments.
Any amendment to this Agreement must be in writing and signed by Creditor and Guarantor.

11.3 No Waiver.
Failure by Creditor to enforce any right under this Agreement does not operate as a waiver of that right or any other right in the future.

11.4 Severability.
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.5 Assignment.
Guarantor may not assign or transfer this Agreement without Creditor’s prior written consent. Creditor may assign its rights under this Agreement together with the Underlying Agreement, upon written notice to Guarantor, to the extent permitted by law.

11.6 Counterparts and Electronic Signatures.
This Agreement may be executed in counterparts. Electronic or scanned signatures shall be treated as originals.

12. Signatures

IN WITNESS WHEREOF, the Parties have executed this Payment Guarantee Agreement as of the Effective Date written above.

Creditor

Signature: _______________________________
Name: [Creditor Signatory Name]
Title: [Title]
Date: [Date]

Guarantor

Signature: _______________________________
Name: [Guarantor Signatory Name]
Title: [Title, if applicable]
Date: [Date]

Debtor (Acknowledgment of Underlying Obligations and Guarantor’s Role)

Signature: _______________________________
Name: [Debtor Signatory Name]
Title: [Title, if applicable]
Date: [Date]