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Guarantee Agreement
I need a guarantee agreement for a construction project in the UAE, ensuring the contractor provides a performance bond covering 10% of the contract value, with a validity period extending 12 months beyond project completion to cover any defects or issues.
What is a Guarantee Agreement?
A Guarantee Agreement is a legally binding contract where one party (the guarantor) promises to take responsibility for another party's financial obligations or duties if they fail to fulfill them. In the UAE, these agreements are commonly used in business loans, property leases, and construction projects to provide additional security to lenders or project owners.
Under UAE Civil Code Article 1092, guarantee agreements must be explicit and in writing to be enforceable. Banks and financial institutions in the UAE often require personal or corporate guarantees before extending credit, especially for small businesses or new ventures. The guarantor's liability continues until the primary obligation is fully discharged or the agreement is terminated according to UAE law.
When should you use a Guarantee Agreement?
Consider using a Guarantee Agreement when extending credit or entering significant business deals in the UAE, especially if you need extra security beyond the primary borrower's assets. These agreements prove particularly valuable when dealing with new businesses, large construction projects, or commercial property leases where the main party's financial strength raises concerns.
Banks and developers in the UAE commonly require guarantees for corporate loans, property developments, and major supply contracts. The agreement becomes essential when working with newly established companies, when the transaction value exceeds normal risk thresholds, or when dealing with parties who have limited financial history in the UAE market. Having a guarantee in place can significantly improve your negotiating position and protect against default risks.
What are the different types of Guarantee Agreement?
- Guarantee And Indemnity Agreement: Combines both guarantee and indemnity obligations, offering comprehensive protection for commercial transactions.
- Loan Guarantee Agreement: Specifically designed for securing financial loans, commonly used by UAE banks for corporate lending.
- Personal Guarantee Rental Agreement: Used in property leasing when an individual guarantees a tenant's rental obligations.
- Contract Of Indemnity And Guarantee: Broader agreement covering both future losses and existing debts, popular in construction projects.
- Guarantor Lease Agreement: Specifically tailored for commercial lease arrangements requiring third-party financial backing.
Who should typically use a Guarantee Agreement?
- Banks and Financial Institutions: Primary beneficiaries who require Guarantee Agreements before extending loans or credit facilities in the UAE.
- Corporate Guarantors: Established companies that provide guarantees for their subsidiaries or business partners, common in UAE group structures.
- Individual Guarantors: Often company directors, shareholders, or wealthy individuals who personally guarantee business obligations.
- Legal Counsel: Draft and review agreements to ensure compliance with UAE Civil Code requirements and enforceability.
- Property Developers: Require guarantees from contractors or tenants for large-scale projects and commercial leases.
- Government Entities: May require guarantees for public tenders, contracts, or regulatory compliance purposes.
How do you write a Guarantee Agreement?
- Identity Details: Gather full legal names, Emirates ID numbers, and contact information for all parties including guarantor and beneficiary.
- Financial Scope: Define the exact amount being guaranteed and any limits on the guarantor's liability under UAE law.
- Time Frame: Specify the duration of the guarantee and any conditions for termination or extension.
- Primary Obligation: Document details of the main agreement being guaranteed (loan terms, lease conditions, etc.).
- Signing Authority: Confirm signatories have proper authorization, especially for corporate guarantors.
- Documentation: Collect supporting documents like trade licenses, board resolutions, and power of attorney if needed.
- Legal Review: Use our platform to generate a compliant agreement that meets UAE Civil Code requirements.
What should be included in a Guarantee Agreement?
- Parties' Details: Full legal names and addresses of guarantor, principal debtor, and beneficiary as per UAE requirements.
- Guarantee Scope: Clear definition of guaranteed obligations and maximum liability amount under UAE Civil Code Article 1092.
- Duration Clause: Specific term of guarantee and conditions for termination or extension.
- Payment Terms: Detailed process for demand and payment, including notice requirements.
- Enforcement Rights: Beneficiary's rights to claim against guarantor without first pursuing principal debtor.
- Governing Law: Explicit statement of UAE law application and jurisdiction.
- Signature Block: Space for authorized signatures, witnesses, and official stamps if required.
- Consideration: Clear statement of value exchanged to make the guarantee legally binding.
What's the difference between a Guarantee Agreement and a Bond Issuance Agreement?
A Guarantee Agreement differs significantly from a Bond Issuance Agreement in the UAE legal framework, though both involve financial obligations. While a Guarantee Agreement creates a secondary obligation where one party promises to fulfill another's duties, a Bond Issuance Agreement establishes a direct debt instrument with different legal implications.
- Nature of Obligation: Guarantee Agreements create contingent liability (triggered by default), while bonds represent primary debt obligations.
- Party Structure: Guarantees involve three parties (guarantor, debtor, creditor), whereas bonds typically involve issuer and bondholders directly.
- Enforcement Process: Under UAE law, guarantee claims require proof of primary debtor's default, while bonds can be enforced directly against the issuer.
- Risk Profile: Guarantees serve as backup security, while bonds are standalone investment instruments with their own risk-return characteristics.
- Regulatory Framework: Bond issuances face stricter UAE Securities Authority oversight compared to standard guarantee arrangements.
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