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The Contract of Indemnity and Guarantee is a crucial legal instrument in Malaysian commercial practice, commonly used to secure financial obligations, loan agreements, and commercial transactions. This document is essential when a party requires additional security for the performance of obligations by another party, combining both guarantee and indemnity provisions to provide comprehensive protection. It is governed by Malaysian law, particularly the Contracts Act 1950, and incorporates specific requirements for enforceability under local jurisdiction. The document is typically used in various scenarios including corporate lending, property transactions, construction projects, and general commercial agreements where financial security is required. It details the scope of guaranteed obligations, limits of liability, enforcement mechanisms, and the rights and obligations of all parties involved.

1. Parties: Identifies and defines all parties to the agreement: the creditor (beneficiary), principal debtor, and guarantor/indemnifier

2. Background: Sets out the context of the agreement, including the underlying transaction or obligation being guaranteed

3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement

4. Guarantee and Indemnity: Core section detailing the scope and nature of the guarantee and indemnity obligations

5. Extent and Limits of Liability: Specifies the maximum liability amount and any limitations on the guarantor's obligations

6. Duration and Continuing Security: Establishes the time period of the guarantee/indemnity and its continuing nature

7. Representations and Warranties: Statements of fact and assurances given by the guarantor/indemnifier

8. Preservation of Rights: Provisions maintaining the creditor's rights in various circumstances

9. Payments and Interest: Details of payment obligations, including interest on overdue amounts

10. Costs and Expenses: Allocation of costs related to the preparation and enforcement of the agreement

11. Notices: Procedures for giving formal notices under the agreement

12. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and sets jurisdiction for disputes