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Performance Guarantee Agreement
"I need a Performance Guarantee Agreement under Swiss law for a construction project where UBS Bank will guarantee completion of a commercial building project in Zurich by March 2025, with a guarantee amount of 5 million CHF."
1. Parties: Identification of the Guarantor, Principal (the party whose performance is guaranteed), and Beneficiary
2. Background: Context of the underlying obligation and purpose of the guarantee
3. Definitions: Key terms used throughout the agreement, including 'Guaranteed Obligations', 'Guarantee Amount', and 'Expiry Date'
4. Guarantee: Core guarantee provisions, including the scope and nature of the guarantee obligation
5. Maximum Liability: Specification of the maximum amount guaranteed and any limitations
6. Demand Requirements: Formal requirements for making a valid demand under the guarantee
7. Payment Terms: Timing and method of payment upon receipt of a valid demand
8. Duration and Expiry: Term of the guarantee and conditions for expiry
9. Representations and Warranties: Standard declarations by the guarantor regarding capacity and authority
10. Assignment and Transfer: Restrictions on transfer of rights under the guarantee
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
1. Counter-Indemnity: Terms for Principal's obligation to indemnify the Guarantor, used when the Principal is a party to the agreement
2. Step-In Rights: Guarantor's rights to take over Principal's obligations, included for complex performance obligations
3. Multiple Guarantors: Provisions for joint and several liability, used when there is more than one guarantor
4. Currency Provisions: Required for cross-border transactions involving multiple currencies
5. Bank-Specific Provisions: Additional terms required when the guarantor is a banking institution
6. Reduction Mechanisms: Provisions for reducing the guarantee amount over time, used in long-term projects
7. Force Majeure: Provisions dealing with extraordinary events, included for long-term or complex guarantees
1. Form of Demand: Template for making a valid demand under the guarantee
2. Underlying Contract: Copy or summary of the contract whose performance is being guaranteed
3. Corporate Authorizations: Evidence of authority to enter into the guarantee
4. Performance Criteria: Detailed description of the performance standards that trigger the guarantee
5. Payment Instructions: Banking and account details for guarantee payments
6. Contact Details: List of authorized representatives and contact information for all parties
Authors
Banking and Financial Services
Construction and Infrastructure
Manufacturing
Energy and Utilities
International Trade
Real Estate Development
Technology and Software
Engineering Services
Project Development
Telecommunications
Legal
Finance
Treasury
Risk Management
Procurement
Commercial
Compliance
Project Management
Trade Finance
Business Development
Legal Counsel
Contract Manager
Project Manager
Risk Manager
Treasury Manager
Chief Financial Officer
Commercial Director
Procurement Manager
Business Development Manager
Compliance Officer
Banking Relationship Manager
Senior Corporate Lawyer
Trade Finance Manager
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