Specimen guarantee (England and Wales)

This Guarantee is made this [  ] day of [insert month] [insert year] between:

(a)[PARTY 1 NAME] LIMITED, a company incorporated in England and Wales with company number [number], whose registered office is at [address] (the “[Short name]”)

(b)[PARTY 2 NAME] LIMITED, a company incorporated in England and Wales with company number [number], whose registered office is at [address] (the “[Short name]”)

together herein referred to as the “Parties” or individually as a Party

(A)The Beneficiary has agreed to enter into the Principal Agreement with the Debtor, at the request of the Guarantor, on condition that the Guarantor gives this guarantee.

The Parties agree as follows:

In this Agreement, the following definitions apply:

“Agreement” means this agreement including its Schedule.

“Guaranteed Obligations” means all the Debtor's obligations to the Beneficiary under the Principal Agreement.

“Principal Agreement” means the agreement described in the Schedule.

2.1The Guarantor guarantees to the Beneficiary the punctual performance by the Debtor of the Guaranteed Obligations.

2.2If the Debtor fails to pay any sum due under the Principal Agreement, the Guarantor shall pay that sum to the Beneficiary on demand.

2.3As a separate obligation, the Guarantor shall indemnify the Beneficiary on demand against any loss it suffers if any Guaranteed Obligation is or becomes unenforceable.

3.1The Guarantor's liability shall not be affected by any time or indulgence given to the Debtor.

3.2The Beneficiary need not take action against the Debtor before making a demand on the Guarantor.

The Guarantor confirms that it has been advised to take independent legal advice before entering into this guarantee.

Any notice under this Agreement shall be in writing and delivered by hand, by pre-paid first-class post or by email to the address of the recipient set out in this Agreement, or such other address as it notifies.

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

This Agreement has been entered into on the date stated at the beginning of it.

[Details of the guarantee: parties' particulars, description, price and timetable.]