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The Guarantee Indemnity Agreement is a crucial legal instrument in Philippine business transactions where additional security is required for commercial obligations. It is commonly used in lending arrangements, project financing, corporate transactions, and other commercial dealings where one party (the guarantor) agrees to be liable for another party's (the principal debtor's) obligations. The document combines two distinct legal concepts: a guarantee (where the guarantor agrees to answer for another's debt) and an indemnity (where the guarantor agrees to reimburse the beneficiary for losses). This dual structure provides enhanced protection for the beneficiary under Philippine law, as the indemnity obligation can be enforced independently of the guarantee. The agreement must comply with Philippine Civil Code requirements and typically includes detailed provisions on the scope of obligations, enforcement mechanisms, and remedies available to the beneficiary.

1. Parties: Identifies the Guarantor, Principal Debtor, and Beneficiary with their complete legal names and addresses

2. Background: Explains the context of the underlying transaction or obligation being guaranteed and the purpose of the guarantee

3. Definitions: Defines key terms used throughout the agreement, including 'Guaranteed Obligations', 'Indemnified Amounts', and 'Event of Default'

4. Guarantee: Sets out the scope and nature of the guarantee obligations, including whether it is continuing and unconditional

5. Indemnity: Details the indemnification obligations of the Guarantor

6. Payment Provisions: Specifies the mechanics and timing of payments under the guarantee and indemnity

7. Representations and Warranties: Contains statements of fact and assurances from the Guarantor

8. Preservation of Rights: Establishes that the Beneficiary's rights are preserved despite any changes to the underlying obligation

9. Enforcement: Details when and how the guarantee can be enforced

10. Costs and Expenses: Allocates responsibility for costs related to the agreement and its enforcement

11. Notices: Specifies how formal communications between parties should be made

12. Governing Law and Jurisdiction: Confirms Philippine law as governing law and specifies jurisdiction for disputes