Contract Performance Guarantee Template for England and Wales

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Key Requirements PROMPT example:

Contract Performance Guarantee

"I need a Contract Performance Guarantee for a construction project in London, where ABC Bank will guarantee the performance of XYZ Construction Ltd for a maximum liability of £5 million, with the guarantee to expire on completion of works or 31 December 2025, whichever is earlier."

Document background
A Contract Performance Guarantee is commonly used in commercial transactions where one party seeks assurance of the other party's performance. Under English and Welsh law, these guarantees provide security against non-performance or default of contractual obligations. They are particularly common in construction, infrastructure, and large-scale commercial projects where the financial consequences of non-performance can be significant. The guarantee typically specifies the maximum liability amount, conditions for calling the guarantee, and the mechanism for making claims. It serves as a risk management tool, providing the beneficiary with immediate access to funds without having to prove actual losses.
Suggested Sections

1. Parties: Identifies the guarantor, beneficiary, and principal obligor

2. Background: Context of the underlying contract and reason for guarantee

3. Definitions: Key terms used throughout the guarantee

4. Guarantee and Indemnity: Core obligations of the guarantor including primary and secondary obligations

5. Scope of Guarantee: Extent and limitations of the guaranteed obligations

6. Preservation of Rights: Provisions ensuring guarantee remains valid despite variations to underlying contract

7. Representations and Warranties: Guarantor's confirmations about its capacity and authority

8. Duration: Term of the guarantee and conditions for expiry

9. Payment Provisions: Terms for making payments under the guarantee including timing and method

10. Governing Law and Jurisdiction: Specifies English and Welsh law as applicable law and jurisdiction of courts

Optional Sections

1. Step-in Rights: Rights of guarantor to take over performance of the underlying contract

2. Counter-indemnities: Protection for guarantor against principal obligor's default

3. Assignment and Transfer: Rights to transfer or assign the guarantee to third parties

4. Currency Provisions: Specific provisions for cross-border guarantees involving multiple currencies

5. Tax Gross-up: Provisions dealing with tax deductions from guarantee payments

Suggested Schedules

1. Form of Demand: Standard template for making claims under the guarantee

2. Underlying Contract: Copy or summary of the contract being guaranteed

3. Corporate Authorizations: Evidence of authority to provide guarantee including board resolutions

4. Guarantee Amount Schedule: Schedule detailing the maximum guaranteed amounts and any reduction mechanisms

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

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Statute of Frauds 1677: Fundamental legislation requiring guarantees to be made in writing and signed to be legally enforceable

Contracts (Rights of Third Parties) Act 1999: Determines whether and how third parties may enforce terms of the guarantee contract

Unfair Contract Terms Act 1977: Regulates the use and validity of exclusion and limitation clauses in business-to-business contracts

Financial Services and Markets Act 2000: Applicable when the guarantee is issued by a regulated financial institution

Common Law - Contract Principles: Fundamental principles including offer, acceptance, consideration, and intention to create legal relations

Common Law - Banking and Finance: Specific principles relating to banking guarantees, particularly relevant for on-demand guarantees

Consumer Credit Act 1974: Relevant legislation when the guarantee involves consumer relationships

Companies Act 2006: Governs corporate authority and execution requirements when companies are parties to the guarantee

Insolvency Act 1986: Determines the effect of insolvency on guarantee obligations

Civil Procedure Rules: Procedural rules governing the enforcement of guarantees in English courts

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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