GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT (hereinafter referred to as “the Agreement”) is made on [ INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE GUARANTOR], having registered office at [INSERT ADDRESS OF THE GUARANTOR] (hereinafter referred as the “Guarantor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE LENDER], having registered office at [INSERT ADDRESS OF THE LENDER] (hereinafter referred as the “Lender” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

[INSERT NAME OF THE BORROWER], having registered office at [INSERT ADDRESS OF THE BORROWER] (hereinafter referred as the “Borrower”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The “Guarantor”, the “Lender” and the “Borrower shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS

1. The Borrower is entering into a financing arrangement with the Lender for the purpose of obtaining funds for [INSERT THE PURPOSE OF OBTAINING FUNDS] (the "Loan");
2. As a condition of the Lender's willingness to extend the Loan to the Borrower, the Guarantor is willing to provide a guaranty in favor of the Lender to secure the Borrower's obligations under the Loan;
3. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

1. GUARANTY
   1. The Guarantor hereby irrevocably and unconditionally guarantees the prompt and full payment and performance of all obligations of the Borrower towards the Loan, including but not limited to the repayment of the Loan Amount, interest, fees, and any other amounts due under the Loan Agreement (collectively referred to as the "Obligations").
2. OBLIGATION
   1. This Guaranty Agreement is a primary obligation of the Guarantor and is enforceable by the Lender without first pursuing any remedies against the Borrower or any other party obligated to the Lender.
3. JOINT LIABILITY
   1. The Guarantor's liability under this Agreement is joint and several with any other guarantors or obligors of the Borrower's Obligations, without the need for the Lender to first proceed against any of the others.
4. COVENANTS
   1. The Guarantor shall not assign, transfer, pledge or otherwise dispose of any of its rights or obligations under this Agreement, whether in whole or in part, without the prior written consent of the Lender, which consent shall not be unreasonably withheld, conditioned or delayed; any purported assignment or delegation made without such consent shall be null and void, and any permitted assignee or delegate shall, prior to such transfer, execute and deliver to the Lender a written assumption, in form and substance satisfactory to the Lender, of all obligations of the Guarantor hereunder. At the Lender’s request, and at the Guarantor’s sole cost and expense, the Guarantor shall promptly execute, acknowledge and deliver all such additional documents, instruments, assignments, powers of attorney and assurances, and take all such further actions and do all other acts and things (including, without limitation, filing financing statements or other notices) as the Lender may reasonably require to (i) effectuate, perfect and maintain any security interest or other rights granted or intended to be granted under this Agreement, (ii) remedy any defect, omission or inconsistency in the rights and obligations created hereunder, and (iii) give full force and effect to the intent and purposes of this Agreement and to enable the Lender to exercise and enforce its rights and remedies hereunder
5. NO WAIVER
   1. The Guarantor acknowledges and agrees that any delay or failure by the Lender to enforce any right or remedy towards the Loan shall not constitute a waiver of such right or remedy.
6. TERM
   1. This Guaranty Agreement shall remain in full force and effect until the Borrower's Obligations to the Lender have been fully and unconditionally satisfied, released, and discharged.
7. REPRESENATIONS AND WARRANTIES
   1. To induce the Lender to enter into the Loan and to extend credit to the Borrower under the Loan Agreement, the Guarantor represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. The Guarantor further represents and warrants that it has full corporate power, authority, and legal right to execute, deliver, and perform this Guaranty Agreement and to consummate the transactions contemplated by this Guaranty Agreement. All corporate or organizational actions required under its constituent documents and applicable law to authorize the execution, delivery, and performance of this Guaranty Agreement have been duly taken, and no additional consent, approval, or authorization of any person, governmental authority, or third party is required. This Guaranty Agreement has been duly executed and delivered by the Guarantor and constitutes a legal, valid, and binding obligation of the Guarantor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, and general equitable principles.
   2. The Guarantor represents and warrants that the execution, delivery, and performance of this Guaranty Agreement will not contravene or conflict with any provision of its organizational documents, including its certificate of incorporation, bylaws, partnership agreement, or operating agreement. Nor will it violate any applicable law, regulation, order, judgment, or decree of any court or governmental authority. The execution, delivery, and performance of this Guaranty Agreement will not constitute a breach of, default under, or give rise to a right of termination, acceleration, or other remedy under any material agreement, instrument, or arrangement to which the Guarantor is a party or by which any of its properties or assets are bound. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of the Guarantor, threatened against or affecting the Guarantor that question the validity, enforceability, or authority of this Guaranty Agreement or seek to enjoin or prevent the consummation of the transactions contemplated hereby.
8. GOVERNING LAW AND JURISDICTION
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
      1. By direct negotiations between the Guarantor and Lender
      2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
9. DISPUTE RESOLUTION
   1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
   2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
10. ENTIRE AGREEMENT
    1. This Agreement constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
11. SEVERABILITY
    1. If any provision of this Agreement is found to be unenforceable or invalid, such provision shall be modified to the extent necessary to render it enforceable, or if that is not possible, severed from this Agreement, and the remainder of this Agreement shall remain in full force and effect.
12. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
13. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Guarantor:

Name: [INSERT NAME OF THE GUARANTOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF GUARANTOR]

Signed, sealed and delivered on behalf of Lender

Name: [INSERT NAME OF THE LENDER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF LENDER]

Signed, sealed and delivered on behalf of Borrower

Name: [INSERT NAME OF THE BORROWER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF BORROWER]