Authorised Guarantee Agreement Template for Netherlands

The Authorised Guarantee Agreement (AGA) is a crucial document in Dutch commercial property transactions, typically required when an existing tenant wishes to assign their lease to a new tenant. The document becomes necessary when the landlord requires continued security from the original tenant after the assignment. Under Dutch law, this agreement ensures that the original tenant guarantees the performance of the new tenant's obligations under the assigned lease, including rent payments, maintenance obligations, and compliance with lease terms. The agreement must comply with Dutch civil law requirements, particularly those relating to guarantees and property law under the Burgerlijk Wetboek. It includes specific provisions about the scope of guaranteed obligations, enforcement mechanisms, and the duration of the guarantee, typically lasting for the period of the new tenant's occupation or a specified term.

1. Parties: Identification of all parties: Guarantor, Beneficiary (typically the landlord), and details of the Original Tenant and New Tenant

2. Background: Context of the guarantee, including reference to the original lease, the assignment, and the requirement for the guarantee

3. Definitions: Definitions of key terms used throughout the agreement, including 'Lease', 'Guaranteed Obligations', 'Assignment Date'

4. Guarantee and Indemnity: Core guarantee provisions, including scope of the guarantee and indemnification obligations

5. Duration of Guarantee: Period for which the guarantee remains in force and any termination conditions

6. Guarantor's Obligations: Detailed description of what the guarantor is obligated to do, including payment obligations and performance guarantees

7. Preservation of Guarantee: Circumstances under which the guarantee remains valid despite changes to the underlying lease or tenant circumstances

8. Payments: Payment terms, mechanisms, and conditions, including treatment of taxes and deductions

9. Representations and Warranties: Guarantor's confirmations regarding their capacity and authority to enter into the agreement

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

11. Notices: Requirements and procedures for formal communications between parties

12. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction for disputes