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Contract Of Indemnity And Guarantee Template for Philippines

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Key Requirements PROMPT example:

Contract Of Indemnity And Guarantee

"I need a Contract of Indemnity and Guarantee under Philippine law for a construction project worth 50 million pesos, where ABC Construction Corp will act as guarantor for XYZ Developers' obligations to Metro Manila Development Authority, with the guarantee period running until March 2025."

Document background
A Contract of Indemnity and Guarantee is a fundamental risk management instrument in Philippine commercial law, commonly used in various business transactions where financial security is required. This document type combines two distinct but related obligations: a guarantee to answer for another's debt or default, and an indemnity to protect against specified losses. It is governed by the Civil Code of the Philippines, particularly Title XV for guarantees and various provisions relating to indemnity obligations. The agreement is typically used in situations involving substantial financial commitments, construction projects, loan agreements, or commercial leases where additional security is required beyond the principal debtor's commitment. The document must comply with Philippine legal requirements regarding form, content, and execution, including proper identification of parties, clear specification of obligations, and appropriate execution formalities.
Suggested Sections

1. Parties: Identification of the Principal Debtor, Guarantor/Indemnifier, and Beneficiary

2. Background: Context of the agreement, including reference to the primary obligation being guaranteed

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Guarantee: The scope and nature of the guarantee obligation

5. Indemnity: The scope and nature of the indemnity obligation

6. Primary Obligations: Statement that obligations are primary and independent of the underlying obligation

7. Continuing Security: Provision establishing the continuing nature of the guarantee and indemnity

8. Claims Procedure: Process for making and responding to claims under the guarantee or indemnity

9. Payment Terms: Terms and conditions for payments, including timing and method

10. Representations and Warranties: Standard representations and warranties by the guarantor/indemnifier

11. Duration and Termination: Term of the agreement and conditions for termination

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction

13. Notices: Process and requirements for giving notices under the agreement

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.

Optional Sections

1. Security: Include when specific assets are being provided as security for the guarantee

2. Multiple Guarantors: Include when there are multiple guarantors to address joint and several liability

3. Assignment and Transfer: Include when rights under the guarantee may need to be assigned

4. Step-In Rights: Include when the guarantor may need rights to step into the principal debtor's position

5. Currency Provisions: Include for cross-border transactions involving multiple currencies

6. Tax Provisions: Include when tax implications need to be specifically addressed

7. Costs and Expenses: Include when specific provisions about costs recovery are needed

8. Confidentiality: Include when sensitive commercial information is involved

Suggested Schedules

1. Schedule 1 - Guaranteed Obligations: Detailed description of the obligations being guaranteed

2. Schedule 2 - Form of Demand: Standard form for making demands under the guarantee

3. Schedule 3 - Security Assets: List and description of any security assets (if applicable)

4. Schedule 4 - Conditions Precedent: List of conditions that must be satisfied before the guarantee becomes effective

5. Schedule 5 - Contact Details: Detailed contact information for all parties and authorized representatives

6. Appendix A - Primary Agreement: Copy of the primary agreement being guaranteed

7. Appendix B - Corporate Authorizations: Copies of relevant corporate authorizations and powers of attorney

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


































Clauses


































Relevant Industries

Banking and Financial Services

Construction and Real Estate

Manufacturing

Retail and Commercial

Infrastructure Development

Energy and Utilities

Technology and Telecommunications

Import/Export

Professional Services

Transportation and Logistics

Relevant Teams

Legal

Finance

Risk Management

Treasury

Compliance

Commercial Operations

Credit Control

Corporate Secretariat

Business Development

Project Management

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Corporate Secretary

Risk Manager

Commercial Director

Treasury Manager

Contracts Manager

Credit Risk Officer

Company Director

Legal Operations Manager

Compliance Officer

Business Development Manager

Project Finance Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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