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The Contract of Indemnity and Guarantee is a crucial legal instrument used in various commercial and financial transactions under Dutch law. It serves two primary purposes: providing a guarantee for the performance of obligations and offering indemnification against specified losses. This document is typically used in scenarios such as corporate group structures, project financing, real estate transactions, or other commercial arrangements where additional security or risk protection is required. The agreement must comply with Dutch Civil Code requirements, particularly regarding the formation and enforcement of guarantees (borgtocht) and indemnities. It includes detailed provisions on the scope of obligations, triggering events, claim procedures, and enforcement mechanisms. The document is particularly important in cross-border transactions where Dutch law expertise is essential for ensuring enforceability.

1. Parties: Identification of the Indemnifier/Guarantor and the Beneficiary, including full legal names and addresses

2. Background: Context of the agreement, including reference to the primary obligation or transaction being guaranteed

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including specific Dutch law terminology

4. Scope of Indemnity: Detailed description of the losses, damages, or circumstances covered by the indemnity

5. Scope of Guarantee: Nature and extent of the guarantee, including whether it is independent or dependent on the primary obligation

6. Duration and Trigger Events: Period of validity and events that trigger the indemnity or guarantee obligations

7. Payment Terms and Mechanics: Process and timing for making claims and payments under the indemnity or guarantee

8. Limitations and Exclusions: Any caps, exclusions, or limitations on the indemnity or guarantee obligations

9. Representations and Warranties: Statements of fact and assurances from both parties

10. Claims Procedure: Process for making and responding to claims under the agreement

11. Rights of Subrogation and Recourse: Guarantor's rights after paying under the guarantee

12. Notices: Format and method for giving formal notices under the agreement

13. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction of Dutch courts

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments