Guaranty Agreement - Template, Sample Form to Complete Pro · US-law
✓ Valid in United States · drafted to comply with local law
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GUARANTY AGREEMENT
State of ________
This Guaranty Agreement (this “Guaranty”) is made and entered into effective as of ________ (the “Effective Date”) by and among the following parties:
________ (the “Guarantor”), having a primary address as follows:
________
and
________ (the “Debtor”), having a primary address as follows:
________
and
________ (the “Creditor”), having a primary address as follows:
________
The Guarantor, the Debtor, and the Creditor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” This Guaranty is given by the Guarantor to the Creditor in connection with credit extended, or to be extended, by the Creditor to the Debtor.
RECITALS
WHEREAS, the Creditor has extended, or has agreed to extend, credit and/or other financial accommodations to the Debtor (the “Obligations”); and
WHEREAS, the Creditor is unwilling to extend such credit unless the Guarantor executes and delivers this Guaranty, and the Guarantor will derive substantial direct and indirect benefit from the extension of such credit to the Debtor;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1. GUARANTY OF PAYMENT.
§ 2. LIMITATION OF LIABILITY.
Notwithstanding any other provision of this Guaranty, the maximum aggregate liability of the Guarantor for the principal amount of the Obligations under this Guaranty shall not exceed $________ (the “Guaranteed Amount”). Such limitation shall be exclusive of, and in addition to, any interest, fees, attorneys’ fees, court costs, and other expenses that the Creditor may incur in enforcing this Guaranty or collecting the Guaranteed Amount, all of which shall be recoverable from the Guarantor to the extent permitted by applicable law.
§ 3. DURATION.
§ 4. DEFAULT AND NOTICE.
In the event of the Debtor’s default with respect to any of the Obligations, the Creditor shall provide written notice of such default to the Guarantor before proceeding against the Guarantor for the Guaranteed Amount. Upon the Guarantor’s failure to cure or satisfy the Guaranteed Amount within ________ days following such notice, the Creditor may pursue its remedies against the Guarantor in accordance with this Guaranty and applicable law.
§ 5. ADDITIONAL CREDIT.
The Creditor shall provide written notice to the Guarantor in the event that any additional extensions of credit are made to the Debtor. The Guarantor’s liability shall at all times remain limited to the Guaranteed Amount set forth in § 2, unless the Guarantor otherwise expressly agrees to an increased amount in a writing signed by the Guarantor.
§ 6. CREDITOR’S REMEDIES; WAIVERS; SUBROGATION.
A) The Creditor shall first pursue the Debtor for any claim arising under the Obligations prior to proceeding against the Guarantor, and the Creditor may not bring suit against the Guarantor in the first instance.
B) The Guarantor waives notice of acceptance of this Guaranty, presentment, demand, protest, and notice of dishonor, to the extent permitted by applicable law.
C) Any indebtedness of the Debtor now or hereafter owing to the Guarantor is hereby subordinated to the Obligations owing to the Creditor; and if the Creditor so requests following an uncured default, any payment received by the Guarantor from the Debtor shall be held in trust for the Creditor and promptly paid over to the Creditor on account of the Obligations.
D) The Guarantor waives all claims, setoffs, counterclaims, and defenses (other than the defense of indefeasible payment in full) that may be available to the Guarantor regarding the Debtor’s Obligations, to the maximum extent permitted by applicable law.
E) This Guaranty may be one of several guaranties of the Debtor’s liability to the Creditor. The Creditor may modify, compromise, release, or settle any other guaranty, or release or impair any collateral, with or without notice to the Guarantor, and no such action shall reduce or otherwise affect the Guarantor’s liability hereunder.
§ 7. ALTERATIONS AND MODIFICATIONS OF THE OBLIGATIONS.
The Creditor may, from time to time and without notice to or consent of the Guarantor, renew, extend, accelerate, increase, decrease, or otherwise change the terms of repayment of the Obligations, and the Guarantor’s obligations shall continue as expressly set forth herein, subject always to the Guaranteed Amount limitation in § 2.
§ 8. GUARANTOR’S FINANCES AND ASSETS.
The Creditor may make reasonable requests for the Guarantor’s financial information, and the Guarantor shall promptly provide such information. The Guarantor shall not transfer, encumber, or otherwise dispose of any material portion of the Guarantor’s assets in a manner intended to hinder, delay, or defraud the Creditor; provided that nothing herein shall restrict transfers made in the ordinary course or otherwise permitted by applicable law.
§ 9. SECURITY.
To the extent applicable, this Guaranty is secured by the following collateral, in which the Guarantor hereby grants the Creditor a security interest pursuant to Article 9 of the Uniform Commercial Code as enacted in the governing state:
________
The Guarantor authorizes the Creditor to file all financing statements and take all other actions reasonably necessary to perfect and maintain such security interest.
§ 10. GENERAL PROVISIONS.
A) GOVERNING LAW; JURISDICTION; VENUE: This Guaranty shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles, and any applicable federal law. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ County, State of ________, and agree that this choice of law, venue, and jurisdiction provision is mandatory and not permissive.
B) LANGUAGE: All communications made or notices given pursuant to this Guaranty shall be in the English language.
C) ASSIGNMENT: The Guarantor may not assign, sell, lease, or otherwise transfer this Guaranty or its obligations hereunder, in whole or in part, without the Creditor’s prior express written consent. The Creditor may assign its rights hereunder in connection with an assignment of the Obligations.
D) AMENDMENTS: This Guaranty may only be amended by a writing signed by the Party against whom enforcement is sought.
E) NO WAIVER: No term of this Guaranty shall be deemed waived by any act or acquiescence of either Party. Only an additional written agreement signed by the waiving Party can constitute a waiver of any term hereof. No waiver of any term or provision shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure to enforce any term shall not constitute a waiver of such term or any other term.
F) SEVERABILITY: If any provision of this Guaranty is held to be invalid, illegal, or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal, and enforceable as though the invalid, illegal, or unenforceable parts had not been included.
G) ENTIRE AGREEMENT: This Guaranty constitutes the entire agreement between the Parties with respect to its subject matter and supersedes any prior or contemporaneous understandings, whether written or oral.
H) NOTICES: Any notices required under this Guaranty may be delivered in writing, including electronically to the email address that the Parties may, from time to time, provide to one another, and shall be deemed given upon receipt.
I) HEADINGS: Headings in this Guaranty are for convenience only and shall not be construed to limit or otherwise affect its terms.
J) BINDING EFFECT: This Guaranty shall be binding upon the Guarantor and the Guarantor’s heirs, executors, administrators, successors, and permitted assigns, and shall inure to the benefit of the Creditor and its successors and assigns.
IN WITNESS WHEREOF, the Guarantor has executed this Guaranty as of the Effective Date.
GUARANTOR:
________
Signature: _________________________
Name: ________
Title: ________
Date: ________
ACKNOWLEDGED AND ACCEPTED — CREDITOR:
________
Signature: _________________________
Name: ________
Title: ________
Date: ________
ACKNOWLEDGMENT (NOTARY)
State of ________
County of ________
On this ________, before me, the undersigned notary public, personally appeared ________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
Witness my hand and official seal.
Notary Public: _________________________
My commission expires: ________
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