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1. Parties: Identification of the Principal Debtor, Guarantor/Indemnifier, and Beneficiary
2. Background: Context of the agreement, including reference to the primary obligation being guaranteed
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Guarantee: The scope and nature of the guarantee obligation
5. Indemnity: The scope and nature of the indemnity obligation
6. Primary Obligations: Statement that obligations are primary and independent of the underlying obligation
7. Continuing Security: Provision establishing the continuing nature of the guarantee and indemnity
8. Claims Procedure: Process for making and responding to claims under the guarantee or indemnity
9. Payment Terms: Terms and conditions for payments, including timing and method
10. Representations and Warranties: Standard representations and warranties by the guarantor/indemnifier
11. Duration and Termination: Term of the agreement and conditions for termination
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction
13. Notices: Process and requirements for giving notices under the agreement
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Security: Include when specific assets are being provided as security for the guarantee
2. Multiple Guarantors: Include when there are multiple guarantors to address joint and several liability
3. Assignment and Transfer: Include when rights under the guarantee may need to be assigned
4. Step-In Rights: Include when the guarantor may need rights to step into the principal debtor's position
5. Currency Provisions: Include for cross-border transactions involving multiple currencies
6. Tax Provisions: Include when tax implications need to be specifically addressed
7. Costs and Expenses: Include when specific provisions about costs recovery are needed
8. Confidentiality: Include when sensitive commercial information is involved
1. Schedule 1 - Guaranteed Obligations: Detailed description of the obligations being guaranteed
2. Schedule 2 - Form of Demand: Standard form for making demands under the guarantee
3. Schedule 3 - Security Assets: List and description of any security assets (if applicable)
4. Schedule 4 - Conditions Precedent: List of conditions that must be satisfied before the guarantee becomes effective
5. Schedule 5 - Contact Details: Detailed contact information for all parties and authorized representatives
6. Appendix A - Primary Agreement: Copy of the primary agreement being guaranteed
7. Appendix B - Corporate Authorizations: Copies of relevant corporate authorizations and powers of attorney
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