The Deed of Guarantee and Indemnity is a crucial security document in Indonesian business transactions, commonly used when additional security is required for financial obligations. It is particularly relevant in lending arrangements, major commercial contracts, and corporate transactions where one party seeks assurance of performance or payment from a third party. The deed must comply with Indonesian Civil Code (KUHPerdata) requirements, particularly Articles 1820-1850 governing guarantees, and typically requires notarization for enforceability. This document is essential when a creditor requires additional security beyond the primary debtor's covenant, such as in corporate group structures where a parent company guarantees a subsidiary's obligations, or in project finance where sponsors provide completion guarantees.
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1. Parties: Identification of the Guarantor(s), the Beneficiary (Creditor), and the Principal Debtor
2. Background: Recitals explaining the context of the guarantee, including reference to the primary obligation being guaranteed
3. Definitions and Interpretation: Definitions of key terms used in the deed and rules of interpretation
4. Guarantee: Core guarantee provisions, including scope and nature of the guarantee obligations
5. Indemnity: Indemnification provisions and circumstances triggering indemnity obligations
6. Nature of Guarantee: Specification that the guarantee is continuing, unconditional and irrevocable
7. Payment Provisions: Terms regarding how and when payments must be made under the guarantee
8. Representations and Warranties: Guarantor's representations about their capacity and authority to enter into the guarantee
9. Preservation of Rights: Provisions ensuring the guarantee remains valid despite changes to the underlying obligation
10. Default and Enforcement: Events of default and the Beneficiary's rights upon default
11. Costs and Expenses: Allocation of costs related to the preparation and enforcement of the guarantee
12. Notices: Process and requirements for giving notices under the deed
13. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
1. Multiple Guarantors: Additional provisions for when there are multiple guarantors, including joint and several liability
2. Security Provisions: Where specific assets are being provided as additional security for the guarantee
3. Currency Provisions: Where guaranteed obligations are in foreign currency or multiple currencies
4. Assignment and Transfer: If rights under the guarantee may be assigned or transferred
5. Guarantee Limitations: Where specific limitations on the guarantee amount or scope are required
6. Corporate Authorizations: Special provisions when the guarantor is a corporation, including corporate benefit requirements
7. Release Conditions: Specific conditions under which the guarantor may be released from obligations
1. Schedule 1 - Guaranteed Obligations: Detailed description of the primary 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 assets provided as security (if applicable)
4. Schedule 4 - Guarantor Information: Detailed information about the Guarantor(s) including address and contact details
5. Schedule 5 - Underlying Agreement: Copy or key terms of the underlying agreement giving rise to the guaranteed obligations
6. Appendix A - Corporate Authorizations: Copies of relevant corporate authorizations and powers of attorney (if applicable)
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