Business PG Form

BUSINESS PG FORM

This Business Guarantee and Services Agreement (the Agreement) is entered into effective as of Effective Date: by and between Creditor Name: and Guarantor Name: .

WHEREAS

WHEREAS, Creditor has agreed to extend credit, supply services, or provide goods to Business/Debtor Name: (the Obligor) on terms that require security for payment and performance;

WHEREAS, Guarantor possesses a material interest in ensuring the Obligor's obligations are performed and is willing to guarantee such obligations under the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope of services, payment terms, guarantee obligations and related provisions in a single enforceable agreement.

SCOPE OF WORK

GUARANTEE

Guarantor unconditionally and irrevocably guarantees to Creditor the full and punctual payment and performance of all present and future obligations of the Obligor arising under or related to the Scope of Work, including principal, interest, fees, costs of collection and attorneys' fees (collectively, the Guaranteed Obligations). This is a continuing guarantee of payment and performance and not of collection only. The obligations of Guarantor are primary, unconditional and separate from the obligations of the Obligor, and Guarantor waives any right to require Creditor to proceed against the Obligor or to pursue any other remedy before proceeding against Guarantor.

PAYMENT TERMS

All sums payable by Guarantor under this Agreement shall be payable on demand by Creditor and shall be due and payable without setoff, counterclaim or deduction. Guarantor agrees to pay all costs of collection, including reasonable attorneys' fees, whether or not suit is filed.

TERM AND TERMINATION

Termination of this Agreement shall not relieve Guarantor of liability for any Guaranteed Obligations arising prior to the effective date of termination. Creditor's acceptance of a termination notice is not required to preserve Creditor's rights with respect to existing or accrued obligations.

CONFIDENTIALITY

Each party shall hold in confidence all non-public business, financial and technical information received from the other party relating to the Agreement and the transactions contemplated hereby, and shall not disclose such information to any third party except (i) as required by law or court order, (ii) to its accountants, attorneys or representatives who are bound by confidentiality obligations, or (iii) with the disclosing party's prior written consent. The obligations of confidentiality survive termination of this Agreement for a period of three years.

REPRESENTATIONS, WARRANTIES AND WAIVERS

Guarantor represents and warrants that Guarantor has the authority and capacity to execute and perform this Agreement, that this Agreement constitutes a legal, valid and binding obligation enforceable against Guarantor, and that the execution of this Agreement will not violate any other agreement to which Guarantor is a party. Guarantor expressly waives notice of acceptance of this guaranty, notice of any action taken by Creditor with respect to the Obligor, and any defense based upon disability or bankruptcy of the Obligor to the extent permitted by law.

REMEDIES; COSTS

Upon default by the Obligor, Creditor may proceed directly against Guarantor without first exhausting remedies against the Obligor. Creditor shall be entitled to recover reasonable attorneys' fees, court costs and other expenses incurred in enforcing this Agreement. All remedies provided herein are cumulative and in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Governing Law State: without regard to its conflict of law principles. Venue for any action arising under this Agreement shall lie exclusively in the state and federal courts located in that jurisdiction.

ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement binds and benefits the parties and their respective heirs, successors and permitted assigns. No assignment by Guarantor shall be effective without Creditor's prior written consent.

Acceptance of this Agreement by Creditor may be evidenced by signature or by Creditor's issuance of credit or performance of obligations contemplated herein.

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