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Corporate Performance Guarantee Template for England and Wales

A Corporate Performance Guarantee is a legally binding document under English and Welsh law where one company (typically a parent company) guarantees the performance obligations of another company (typically a subsidiary) in relation to a specific contract or project. The guarantee provides security to the beneficiary that the guaranteed obligations will be fulfilled, either by the original obligor or, if necessary, by the guarantor stepping in to ensure completion or provide compensation.

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What is a Corporate Performance Guarantee?

A Corporate Performance Guarantee is commonly used in commercial transactions where a party requires additional security for the performance of contractual obligations. Under English and Welsh law, these guarantees provide a robust mechanism for risk mitigation, particularly in high-value contracts or where the principal obligor's financial strength may be uncertain. The guarantee typically includes detailed provisions on the scope of guaranteed obligations, enforcement mechanisms, and the circumstances under which the guarantor's obligations are triggered.

What sections should be included in a Corporate Performance Guarantee?

1. Parties: Identification of guarantor and beneficiary, including registered offices and company numbers

2. Background: Context of the guarantee, reference to underlying agreement being guaranteed

3. Definitions: Key terms used throughout the guarantee, including 'Guaranteed Obligations'

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

5. Preservation of Rights: Provisions ensuring guarantee remains valid despite changes to underlying obligation

6. Representations and Warranties: Guarantor's confirmations regarding capacity and authority

7. Payments: Payment mechanisms and obligations, including tax provisions

8. Duration: Term of guarantee and conditions for termination

9. Governing Law and Jurisdiction: Confirmation of English law and jurisdiction

What sections are optional to include in a Corporate Performance Guarantee?

1. Security: Additional security provisions when guarantee is secured against specific assets

2. Step-In Rights: Rights to take over underlying contract, typically used in project finance or construction guarantees

3. Multiple Guarantors: Provisions for joint and several liability when more than one guarantor exists

4. Currency Provisions: Handling of multiple currencies in cross-border transactions

What schedules should be included in a Corporate Performance Guarantee?

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

2. Underlying Agreement: Copy or summary of the agreement being guaranteed

3. Corporate Authorizations: Board resolutions and other corporate approvals

4. Guaranteed Obligations: Detailed description of obligations being guaranteed

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use

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