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The Continuing Guaranty Agreement is a crucial legal instrument in Dutch commercial and financial transactions, designed to provide security for ongoing obligations. This document is commonly used when a party needs to guarantee the performance or payment obligations of another party on a continuing basis, rather than for a single transaction. The agreement must comply with Dutch Civil Code requirements, particularly Articles 7:851-861, which govern guarantee arrangements (borgtocht). It is especially relevant in business financing, commercial leasing, and supply chain relationships where ongoing obligations need to be secured. The Continuing Guaranty Agreement includes specific provisions required under Dutch law, such as maximum liability amounts for non-professional guarantors, clear termination mechanisms, and explicit statements about the continuing nature of the guarantee. It serves as a vital tool for risk management in business relationships while ensuring proper protection for all parties involved.

1. Parties: Identification of the Guarantor, the Creditor, and the Principal Debtor

2. Background: Context of the guarantee, relationship between parties, and reference to the underlying obligations being guaranteed

3. Definitions: Definitions of key terms used throughout the agreement, including 'Guaranteed Obligations', 'Event of Default', and 'Maximum Liability Amount'

4. Guarantee: Core provision establishing the guarantee, its continuing nature, and scope of guaranteed obligations

5. Maximum Liability Amount: Specification of the maximum amount for which the guarantor can be held liable (mandatory under Dutch law for non-professional guarantors)

6. Nature of Guarantee: Establishes that this is an independent, continuing, and irrevocable guarantee

7. Guarantor's Representations and Warranties: Guarantor's confirmations regarding capacity, authority, and financial condition

8. Payment Obligations: Details of how and when payments must be made under the guarantee

9. Preservation of Rights: Provisions ensuring the guarantee remains valid despite changes to the underlying obligations or circumstances

10. Enforcement: Circumstances and process for enforcing the guarantee

11. Duration and Termination: Terms regarding the duration of the guarantee and conditions for termination

12. Notices: Process and requirements for formal communications between parties

13. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction for disputes

14. Execution: Signature blocks and execution requirements