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1. Parties: Identification of the Counter-Guarantor (typically a bank), the Principal (the party requesting the guarantee), and the Original Guarantor (the party that issued the original guarantee)
2. Background: Context of the counter-guarantee, including reference to the original guarantee and the underlying transaction
3. Definitions: Definitions of key terms used throughout the document, including 'Original Guarantee', 'Beneficiary', 'Guarantee Amount', and other relevant terms
4. Counter-Guarantee: Core section detailing the counter-guarantee commitment, including the amount, currency, and scope of the counter-guarantee
5. Terms and Conditions: Specific conditions under which the counter-guarantee can be called upon and the process for making claims
6. Payment Provisions: Details of payment obligations, including timing, method, and currency of payments
7. Documentation Requirements: Specific documents required for making a claim under the counter-guarantee
8. Duration and Expiry: Validity period of the counter-guarantee and conditions for extension or termination
9. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction over disputes
10. Notices: Communication procedures and contact details for all parties
1. Force Majeure: Optional section addressing circumstances beyond parties' control, used when specifically requested or in jurisdictions where force majeure isn't implied by law
2. Assignment: Include when transfer rights need to be explicitly addressed or restricted
3. Language Requirements: Required for transactions in Quebec or international dealings where multiple languages may be used
4. Anti-Money Laundering Compliance: Include for high-value transactions or when dealing with high-risk jurisdictions
5. Electronic Execution: Include when parties wish to explicitly allow for electronic signature and documentation
6. Step-In Rights: Include when the counter-guarantor needs rights to step into the position of the original guarantor
7. Costs and Expenses: Optional detailed breakdown of cost allocation between parties
1. Schedule A - Form of Demand: Standard format for making a claim under the counter-guarantee
2. Schedule B - Original Guarantee: Copy or details of the original guarantee being counter-guaranteed
3. Schedule C - Fee Schedule: Detailed breakdown of fees, charges, and commission rates
4. Schedule D - Authorized Signatories: List of persons authorized to act on behalf of each party
5. Appendix 1 - Required Documentation: Comprehensive list of documents required for claims and compliance
6. Appendix 2 - Communication Protocols: Detailed procedures for notices and communications between parties
Banking and Financial Services
Construction and Infrastructure
International Trade
Energy and Resources
Manufacturing
Real Estate Development
Government and Public Sector
Mining
Oil and Gas
Telecommunications
Treasury
Legal
Finance
Risk Management
Compliance
Corporate Banking
Trade Finance
Project Finance
Credit Risk
Operations
International Banking
Treasury Manager
Trade Finance Manager
Bank Relationship Manager
Chief Financial Officer
Financial Controller
Risk Management Officer
Compliance Officer
Legal Counsel
Project Finance Manager
Credit Risk Officer
Banking Operations Manager
International Trade Specialist
Corporate Finance Director
Transaction Banking Manager
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