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The Guarantee and Indemnity Agreement is a crucial security document in Indonesian business transactions, commonly used when additional security is required for financial obligations or commercial arrangements. This document is particularly important in the context of Indonesian banking and finance transactions, where it serves as a key credit support instrument. The agreement combines both guarantee and indemnity obligations, providing the beneficiary with multiple routes to enforce their rights under Indonesian law. It is typically used in conjunction with facility agreements, loan documents, or other primary obligations, and must comply with specific requirements under the Indonesian Civil Code and relevant banking regulations. The document includes detailed provisions on the scope of the guarantee, enforcement mechanisms, and the guarantor's obligations, while ensuring compliance with Indonesian regulatory requirements regarding guarantees and security arrangements.

1. Parties: Identifies the guarantor, the beneficiary (creditor), and the principal debtor

2. Background: Sets out the context of the underlying transaction and the purpose of the guarantee

3. Definitions: Defines key terms used throughout the agreement

4. Guarantee: Core provision establishing the guarantee obligations and their scope

5. Indemnity: Establishes the indemnity obligations separate from the guarantee

6. Nature of Guarantee: Specifies that the guarantee is continuing, unconditional and irrevocable

7. Preservation of Rights: Establishes that the beneficiary's rights are preserved despite various circumstances

8. Representations and Warranties: Guarantor's confirmations about their capacity and authority to enter into the guarantee

9. Payments: Details how and when payments must be made, including provisions for taxes and deductions

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

11. Duration and Release: Specifies when the guarantee terminates and conditions for release

12. Notices: Formal requirements for communications between parties

13. Governing Law and Jurisdiction: Confirms Indonesian law as governing law and specifies jurisdiction for disputes

14. Language: Specifies that the agreement is in Indonesian and English versions (if dual language)