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Contract Of Indemnity And Guarantee

Contract Of Indemnity And Guarantee Template for Germany

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Key Requirements PROMPT example:

Contract Of Indemnity And Guarantee

"I need a Contract of Indemnity and Guarantee under German law where our parent company (Deutsche Bau AG) will guarantee our subsidiary's performance and potential liabilities in a €50M construction project in Munich, with the guarantee period running until March 2025."

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Document background
The Contract of Indemnity and Guarantee is essential in various commercial transactions under German law where financial security or risk protection is required. This document is commonly used in project finance, corporate transactions, or commercial arrangements where one party needs assurance of performance or protection against potential losses. The agreement combines two distinct but related obligations: a guarantee (Bürgschaft) regulated under §§ 765-778 of the German Civil Code, and an indemnity (Freistellungsvereinbarung) commitment. It's particularly valuable in scenarios involving significant financial exposure, complex project structures, or when parent companies need to support subsidiaries' obligations. The document must carefully balance the interests of all parties while ensuring compliance with German legal requirements regarding form, content, and execution.
Suggested Sections

1. Parties: Identification of all parties: Guarantor/Indemnifier, Beneficiary, and Principal Debtor

2. Background: Context of the guarantee and indemnity, including reference to the underlying obligation or transaction

3. Definitions: Definitions of key terms used throughout the agreement

4. Guarantee: Specific terms of the guarantee, including the scope of guaranteed obligations and conditions for calling on the guarantee

5. Indemnity: Terms of the indemnity obligation, including trigger events and scope of indemnification

6. Payment Provisions: Terms regarding payment mechanics, currency, timing, and method of payment

7. Representations and Warranties: Statements of fact and assurances from the parties

8. Duration and Termination: Period of validity and circumstances under which the agreement may be terminated

9. Enforcement and Claims Procedure: Process for making claims under the guarantee or indemnity

10. Notices: Requirements for formal communications between parties

11. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

Optional Sections

1. Security: Include when additional security is provided to support the guarantee/indemnity obligations

2. Assignment and Transfer: Include when rights under the agreement may need to be transferred

3. Bank Guarantee Provisions: Include when a bank is the guarantor, incorporating specific banking regulations

4. Multiple Guarantors: Include when there are multiple guarantors, defining their relationships and obligations

5. Consumer Protection Provisions: Include when one party is a consumer, incorporating mandatory consumer protection requirements

6. Currency Provisions: Include for cross-border transactions involving multiple currencies

7. Force Majeure: Include when specific events should excuse performance

8. Costs and Expenses: Include when specific cost allocation needs to be addressed

Suggested Schedules

1. Form of Demand: Template for making claims under the guarantee or indemnity

2. Guaranteed Obligations: Detailed description of the obligations covered by the guarantee

3. Security Documents: If applicable, documents relating to any security provided

4. Payment Details: Banking and payment information for all parties

5. Form of Notice: Template for formal notices under the agreement

6. Underlying Agreement: Copy or key terms of the agreement being guaranteed

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Beneficiary
Business Day
Claim
Default
Demand
Effective Date
Enforcement Event
Event of Default
Guaranteed Obligations
Guarantor
Indemnified Amounts
Indemnified Party
Indemnity Period
Liability
Loss
Maximum Guarantee Amount
Notice
Parties
Payment Date
Principal Debtor
Principal Documents
Secured Obligations
Security
Termination Date
Underlying Agreement
Working Day
Bürgschaft
Freistellungsvereinbarung
Guarantee Period
Permitted Transfer
Related Rights
Security Interest
Subsidiary
Clauses
Guarantee Obligations
Indemnity Obligations
Payment Terms
Representations and Warranties
Duration and Termination
Enforcement Rights
Claims Procedure
Security
Demand Requirements
Waiver of Defenses
Assignment and Transfer
Notices
Amendments and Waivers
Severability
Entire Agreement
Governing Law
Jurisdiction
Force Majeure
Confidentiality
Costs and Expenses
Third Party Rights
Multiple Guarantors
Currency Provisions
Set-off Rights
Consumer Protection
Limitation Period
Reinstatement
Default Interest
Information Obligations
Further Assurance
Relevant Industries

Banking and Financial Services

Construction and Real Estate

Manufacturing

Insurance

Infrastructure

International Trade

Energy

Telecommunications

Professional Services

Transportation and Logistics

Relevant Teams

Legal

Finance

Risk Management

Compliance

Treasury

Commercial

Corporate Secretariat

Credit Risk

Project Management

Relevant Roles

Legal Counsel

Finance Director

Risk Manager

Compliance Officer

Contract Manager

Treasury Manager

Chief Financial Officer

Project Manager

Corporate Secretary

General Counsel

Credit Risk Officer

Commercial Director

Industries
German Civil Code (BGB) §§ 241-432: General provisions on obligations and contracts, including formation, performance, and breach of contracts
German Civil Code (BGB) §§ 765-778: Specific provisions governing guarantees (Bürgschaft), including form requirements, scope, and termination
German Civil Code (BGB) § 311: Legal transactions and similar obligations, particularly relevant for indemnification agreements
German Commercial Code (HGB) §§ 343-372: Commercial law provisions relevant when the contract involves commercial entities
German Civil Code (BGB) §§ 305-310: Regulations regarding standard business terms (AGB-Recht), crucial for pre-formulated contract terms
Banking Act (KWG) § 31: Specific requirements if the guarantee is issued by a financial institution
Consumer Credit Act (VerbrKrG): Additional requirements if one party is a consumer, including mandatory information and form requirements
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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