Guaranty Agreement - Template, Sample Form to Fill out Pro · NG-law

GUARANTOR'S FORM AND DEED OF GUARANTEE AND INDEMNITY

(Executed pursuant to the Labour Act, Cap. L1, Laws of the Federation of Nigeria 2004 and the general principles of contract law applicable in Nigeria)

THIS DEED OF GUARANTEE AND INDEMNITY is made this ________ day of ________, 20________.

BETWEEN

________, a company duly incorporated under the Companies and Allied Matters Act 2020 (with Registration Number ________) and having its registered office at ________ (hereinafter referred to as the "Employer", which expression shall, where the context so admits, include its successors-in-title and assigns) of the one part;

AND

________ of ________ (hereinafter referred to as the "Guarantor", which expression shall, where the context so admits, include his/her heirs, personal representatives, estate and assigns) of the other part.

(The Employer and the Guarantor are hereinafter referred to individually as a "Party" and collectively as the "Parties".)

RECITALS / WHEREAS:

(A) The Employer has agreed to engage the services of ________ (the "Employee"), of ________, in the capacity of ________ upon the terms and conditions contained in a written contract of employment dated ________ (the "Employment Agreement").

(B) It is a condition precedent to the said employment that the Employee procures a credible and acceptable person, satisfactory to the Employer, to stand as guarantor for the due and faithful performance of the Employee's duties and obligations.

(C) The Guarantor has, at the request of the Employee, agreed to guarantee and indemnify the Employer in respect of any loss or damage occasioned by the Employee during the subsistence of the employment, upon the terms and conditions hereinafter appearing.

NOW THIS DEED WITNESSETH and it is hereby agreed, in consideration of the offer of employment granted by the Employer to the Employee and the mutual covenants herein contained (the receipt and sufficiency of which the Guarantor hereby acknowledges), as follows:

§1. INTERPRETATION

1.1 In this Deed, "Liabilities" means all monies, debts, losses, damages, costs, charges, expenses and other liabilities (whether present or future, actual or contingent) for which the Employee may become liable to the Employer arising out of or in connection with the Employee's employment.

1.2 Words importing the singular include the plural and vice versa, and words importing one gender include all other genders.

§2. GUARANTEE

2.1 The Guarantor hereby unconditionally and irrevocably guarantees to the Employer the due and punctual performance and discharge by the Employee of all the Employee's obligations and Liabilities under the Employment Agreement.

2.2 The Guarantor further guarantees the payment to the Employer of all monies, and the making good of all loss, damage and shortfall, suffered or incurred by the Employer as a result of any act, default, omission or conduct of the Employee in the course of, or in connection with, the employment.

2.3 This Guarantee is a continuing guarantee and shall remain in full force and effect notwithstanding any intermediate payment, settlement of account or other matter, until all the Liabilities have been fully and finally discharged.

§3. INDEMNITY

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(I) any breach of the terms and conditions of the Employment Agreement by the Employee;

(II) any fraudulent, dishonest, negligent or wrongful act or omission of the Employee in the course of his/her employment with the Employer; and

(III) any failure or refusal by the Employee to account for or pay over to the Employer any money, property or assets belonging to the Employer which come into the Employee's possession or control during the period of employment.

§4. EXTENT AND LIMITATION OF LIABILITY

4.1 The maximum aggregate liability of the Guarantor under this Deed shall not exceed the sum of ₦________ (________), save where the loss arises from fraud or wilful misconduct of the Employee.

4.2 The liability of the Guarantor shall be that of a primary obligor and not merely a surety, and the Employer shall not be obliged to first proceed against the Employee or to exhaust any other remedy before enforcing this Deed against the Guarantor.

§5. PRESERVATION OF GUARANTOR'S LIABILITY

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§6. DURATION

This Deed shall take effect from the commencement date of the Employee's employment and shall remain in force and effect until the lawful termination of the Employee's employment and the full discharge of all subsisting Liabilities, whichever is later.

&sek;7. REPRESENTATIONS OF THE GUARANTOR

The Guarantor represents and warrants that he/she is of full age and sound mind, is not an undischarged bankrupt, has full legal capacity to enter into this Deed, and has executed the same of his/her own free will without coercion, undue influence or misrepresentation.

§8. DATA PROTECTION

The Guarantor consents to the collection, processing and retention by the Employer of the personal data contained in this Deed for the purposes of administering this Guarantee, in accordance with the Nigeria Data Protection Act 2023.

§9. NOTICES

Any notice required under this Deed shall be in writing and delivered by hand, courier or electronic mail to the address of the relevant Party stated herein, and shall be deemed received upon delivery, or in the case of electronic mail, upon transmission with confirmation.

§10. SEVERABILITY

If any provision of this Deed is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

§11. GOVERNING LAW AND JURISDICTION

This Deed shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, and the Parties submit to the jurisdiction of the High Court of ________ State of Nigeria.

IN WITNESS WHEREOF the Parties have executed this Deed the day and year first above written.

PARTICULARS OF THE GUARANTOR

NAME: ________

RESIDENTIAL ADDRESS: ________

OCCUPATION: ________

MEANS OF IDENTIFICATION: ________ No. ________

PHONE NO.: ________

EMAIL: ________

SIGNATURE: ________

DATE: ________

WITNESS

NAME: ________

ADDRESS: ________

OCCUPATION: ________

PHONE NO.: ________

SIGNATURE: ________

DATE: ________

EXECUTED FOR AND ON BEHALF OF THE EMPLOYER

NAME OF AUTHORISED SIGNATORY: ________

DESIGNATION: ________

SIGNATURE: ________

DATE: ________