Supplier Guarantee Letter Template

SUPPLIER GUARANTEE LETTER

Supplier Name:    Supplier Address:

Beneficiary Name:    Beneficiary Address:

Effective Date:

Recitals

WHEREAS, Supplier has agreed to provide certain goods and/or services to Beneficiary pursuant to the terms and specifications agreed between the parties; and

WHEREAS, Beneficiary requires a written guarantee from Supplier as assurance of (a) the performance of Supplier's obligations, (b) the conformity of supplied goods or services to specified requirements, and (c) prompt remediation of defects or defaults;

WHEREAS, Supplier is willing to provide such guarantee on the terms set forth in this Supplier Guarantee Letter (this "Agreement").

Guarantee and Scope

1. Guarantee. Supplier unconditionally and irrevocably guarantees to Beneficiary the full, timely and faithful performance of all obligations described in the Scope of Work below, including correction of defective goods or deficient services and payment of any agreed sums that are Supplier's responsibility. This guarantee is independent of any other security or remedy and may be enforced by Beneficiary without first pursuing remedies against third parties.

Payment Terms

Supplier guaranty limit (maximum aggregate liability under this guarantee): $

Payment schedule and remedies for enforcement:

Late fee on overdue amounts:

Term and Termination

This Agreement commences on: and shall continue until: unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon providing days' prior written notice. Termination shall not relieve Supplier of liability for breaches or obligations arising prior to the effective date of termination.

Confidentiality

Each party shall treat as Confidential Information all non-public information disclosed in connection with this Agreement. Confidential Information does not include information that is or becomes public through no breach by the receiving party, or is lawfully obtained from a third party without restriction. The receiving party shall not disclose Confidential Information except to employees, contractors or advisors who need to know and who are bound to similar confidentiality obligations.

Warranties, Indemnity and Liability

Supplier warrants that goods and services supplied shall conform to the Scope of Work and be free from defects in workmanship and materials for a period of from delivery. Supplier shall, at its expense, promptly repair or replace nonconforming goods or re-perform nonconforming services upon written notice from Beneficiary.

Supplier shall indemnify and hold Beneficiary harmless from and against any third-party claims, losses, damages, liabilities and expenses arising out of Supplier's breach of this Agreement, negligence, willful misconduct or infringement of third-party intellectual property rights, subject to the limitations set forth herein.

Except for liability arising from Supplier's gross negligence, willful misconduct, or indemnity obligations for third-party claims, the parties' aggregate liability shall be limited to the guarantee_limit stated above.

Notices

Force Majeure and Assignment

Neither party shall be liable for failure or delay to perform caused by events beyond its reasonable control, including acts of God, strikes, shortages, governmental acts, epidemics, or other force majeure events. Affected obligations will be suspended for the duration of the event, provided that the affected party uses reasonable efforts to mitigate the impact.

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or successor in connection with a merger, sale of substantially all assets, or similar transaction.

Governing Law and Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any disputes arising under this Agreement.

This Agreement, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals and communications, whether written or oral.

Miscellaneous Provisions

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

Notices, demands and other communications required or permitted hereunder shall be in writing and delivered in accordance with the Notices section above.

Execution of this Agreement by electronic signature or transmission of a scanned signed copy shall have the same force and effect as an original wet ink signature.

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