The Contract of Indemnity and Guarantee is a vital legal instrument in Hong Kong's commercial landscape, commonly used in various business and financial transactions. This document is essential when one party needs to guarantee the performance or payment obligations of another party, while also providing indemnification against potential losses. It is particularly relevant in lending arrangements, property transactions, construction projects, and corporate deals within Hong Kong's jurisdiction. The agreement must comply with Hong Kong's legal requirements, including the Contract Ordinance and relevant case law, while addressing both the guarantee aspects (conditional obligation) and indemnity aspects (primary obligation). This document type is frequently used by banks, financial institutions, and businesses operating in Hong Kong, offering protection to creditors while facilitating commercial transactions.
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1. Parties: Identification of the Guarantor(s), the Principal Debtor, and the Beneficiary/Creditor
2. Background: Context of the underlying transaction or obligation being guaranteed and the purpose of this agreement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Guaranteed Obligations', 'Indemnified Matters', and 'Event of Default'
4. Guarantee: The specific obligations being guaranteed and the terms of the guarantee
5. Indemnity: The scope and terms of the indemnity obligation
6. Nature of Guarantee and Indemnity: Specification that the guarantee and indemnity are continuing, unconditional and irrevocable
7. Preservation of Rights: Provisions ensuring the creditor's rights are preserved despite any changes to the underlying obligation
8. Representations and Warranties: Guarantor's confirmations regarding capacity, authority, and financial condition
9. Payment Provisions: Terms regarding payment, including timing, currency, and method
10. Default and Enforcement: Events of default and the creditor's enforcement rights
11. Costs and Expenses: Allocation of costs related to preparation, enforcement, and amendments
12. Notices: Process and requirements for giving notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and severability
1. Security: Include when the guarantee is secured by specific assets or collateral
2. Multiple Guarantors: Additional provisions required when there is more than one guarantor, including joint and several liability
3. Corporate Guarantor Provisions: Specific provisions required when the guarantor is a corporation
4. Currency Provisions: Detailed currency conversion and payment provisions for cross-border transactions
5. Assignment and Transfer: Include when rights under the guarantee may need to be assigned or transferred
6. Counter-Indemnity: Include when there are multiple parties providing indemnities to each other
7. Limit on Liability: Include when the guarantee or indemnity is to be capped at a specific amount
1. Schedule 1 - Guaranteed Obligations: Detailed description of the obligations being guaranteed
2. Schedule 2 - Form of Demand: Standard form for making a demand under the guarantee
3. Schedule 3 - Security Assets: Description of any assets provided as security (if applicable)
4. Schedule 4 - Underlying Agreement: Copy or key terms of the agreement being guaranteed
5. Appendix A - Corporate Authorizations: Copies of relevant corporate authorizations and board resolutions
6. Appendix B - Conditions Precedent: List of conditions that must be satisfied before the guarantee becomes effective
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