Deed Of Guarantee And Indemnity Template for Hong Kong

The Deed of Guarantee and Indemnity is a fundamental security document in Hong Kong's commercial landscape, commonly used to secure various financial and commercial obligations. It serves as a critical risk management tool where one party provides security for another's obligations, particularly in lending, property, and commercial transactions. The document must comply with Hong Kong's strict requirements for deed execution and guarantee enforceability, including compliance with the Conveyancing and Property Ordinance and the Law Amendment and Reform (Consolidation) Ordinance. It is particularly relevant in scenarios involving corporate borrowing, property development, construction projects, and general commercial transactions where credit risk needs to be mitigated through third-party support.

1. Parties: Identifies all parties to the deed including the Guarantor(s), the Creditor/Beneficiary, and the Principal Debtor

2. Background: Recitals explaining the context of the guarantee, including details of the primary obligation being guaranteed

3. Definitions and Interpretation: Defines key terms used throughout the deed and sets out interpretation rules

4. Guarantee and Indemnity: Core section containing the guarantee and indemnity obligations, including the scope and extent of the guarantee

5. Nature and Preservation of Liability: Describes the continuing nature of the guarantee and circumstances that do not affect the guarantor's liability

6. Representations and Warranties: Guarantor's confirmations about their capacity and authority to enter into the guarantee

7. Payments: Details of how and when payments must be made, including provisions for taxes and set-off

8. Costs and Expenses: Allocation of costs related to the preparation, execution, and enforcement of the guarantee

9. Duration and Release: Terms regarding how long the guarantee remains in effect and conditions for release

10. Assignment and Transfer: Provisions regarding the ability to transfer or assign rights under the guarantee

11. Notices: Communication requirements and methods between parties

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

13. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes

14. Execution: Formal execution block meeting Hong Kong deed requirements