General Boilerplate Document

General boilerplates Agreement for any situation (transactions, products, goods or services). This is drafted as a standard form of contract / agreement.

In consideration of Party A entering into this Agreement, Guarantor (as principal obligor and not merely as surety) unconditionally and irrevocably, as a continuing obligation, guarantees to Party A the proper and punctual performance by Party B of all its obligations, commitments and undertakings under or pursuant to this Agreement and agrees to indemnify Party A against all loss, damages, costs and expenses which Party A may suffer through or arising from any failure by Party B so to perform and observe any of its obligations, commitments and undertakings under or pursuant to this Agreement.

If and each time that Party B fails for any reason whatsoever to perform or observe any of the obligations, commitments or undertakings referred to in clause 5.1, Guarantor shall forthwith upon demand unconditionally perform (or procure the performance or observance of) the obligation, commitment or undertaking in relation to which such failure has occurred in the manner prescribed in this Agreement and so that the same benefits shall be received by, or conferred on, Party A as would have been so received or conferred if such obligation, commitment or undertaking had been duly performed and/or observed by Party B.

Guarantor's liability under this clause 5 shall remain in force notwithstanding any act, omission, neglect, event or matter whatsoever (whether or not known to Party A, Party B or Guarantor). Nothing shall impair or discharge the Guarantor's liabilities or obligations under this clause 5 and this shall apply, without limitation, in relation to:

(a) anything which would have discharged Guarantor (wholly or in part) whether as surety, co-obligor or otherwise or which would have afforded Guarantor any legal or equitable defence; or

(b) the existence, validity, taking or renewal of any other guarantee, security, right of recourse, set off or combination or other right or interest held or had by Party A in relation to this Agreement and any other document or obligation entered into under it or any demand or enforcement of, neglect to perfect, failure to demand or enforce or the release or waiver of any such guarantee, security, right of recourse, set off or combination or other right or interest; or

(c) any amendment to or variation (however substantial or material) of this Agreement, or any security or other document relating to this Agreement or any assignment of this Agreement or any waiver or departure from its terms; or

(d) any release of, or granting of time or other indulgence to Party B or any other person; or

(e) any winding up, dissolution, reconstruction, arrangement or reorganisation, legal limitation, disability, incapacity or lack of corporate power or authority or other circumstances of, or any change in the constitution or corporate identity (including amalgamation) or loss of corporate identity by, Party A, Party B, Guarantor or any other person (or any act taken by Party A, Party B, Guarantor or any other person in relation to any such event); or

(f) any other circumstances which might render the obligations, commitments and undertakings of Party B under this Agreement void or unenforceable or which might affect Party A's ability to recover amounts from Party B; or

(g) any defence or counterclaim which Party B may be able to assert against Party A.

As a separate, additional continuing and primary obligation, Guarantor, unconditionally and irrevocably, undertakes to Party A to indemnify Party A (on an after tax basis) on demand (without requiring Party A first to take steps against Party B or any other person) against any and all losses, actions, claims, proceedings, liabilities, expenditure or costs suffered or incurred by Party A should any amounts which would otherwise be due under this Agreement not be recoverable or the obligations, commitments and undertakings guaranteed to be performed not be enforceable for any reason whatsoever (including (but not limited to) this Agreement being or becoming void, voidable, unenforceable or otherwise invalid).