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Performance Guarantee Agreement Template for Switzerland

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Key Requirements PROMPT example:

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."

Document background
The Performance Guarantee Agreement serves as a risk mitigation tool in commercial transactions under Swiss law, providing security to beneficiaries against potential non-performance or default by their contractual counterparties. These guarantees are commonly used in construction projects, supply contracts, and international trade transactions, where the guarantor (usually a bank) provides an independent commitment to pay upon demand if specified conditions are met. The document must comply with Swiss legal requirements, particularly the strict form requirements under the Swiss Code of Obligations. It includes detailed provisions on the guarantee amount, validity period, demand procedures, and payment terms. Performance Guarantee Agreements are particularly valuable in cross-border transactions where Swiss law's reputation for stability and predictability provides additional comfort to the parties involved.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions




























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Relevant Industries

Banking and Financial Services

Construction and Infrastructure

Manufacturing

Energy and Utilities

International Trade

Real Estate Development

Technology and Software

Engineering Services

Project Development

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Risk Management

Procurement

Commercial

Compliance

Project Management

Trade Finance

Business Development

Relevant Roles

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

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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