Guarantee: contract clause

Clause wording to include in a contract for a company to guarantee the obligations of one party to a contract.  Suitable where the guarantor and the guaranteed party are both companies incorporated in England and Wales.

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When do I use this document?

  • for guarantee clauses to be included in a contract
  • for a guarantee where both guarantor and the guaranteed party are incorporated in England and Wales

What key features are included?

  • guarantor to be included as party to the contract
  • guarantee undertakings given by way of both guarantee and indemnity
  • standard creditor protections for the continuing effect of the guarantee
  • warranties from the guarantor
  • provision for contract to be executed as a Deed 

What else do I need to know?

One party to a contract may require that the other party’s obligations under the contract are guaranteed by another person.   Rather than entering into a separate deed of guarantee, the guarantee obligations and related wording can be included in the contract itself, with the guarantor also becoming a party to the contract.

What other documents are available?

For a standalone form of guarantee to be given by a company (as opposed to an individual), see

For a form of guarantee to be given by an individual (as opposed to a company), see Guarantee:

When do I use this document?

  • for the grant of both a put option and call option over shares in a private limited company
  • so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares

What are the key features?

  • 24 clauses over 16 pages
  • grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods
  • put option exercise and form of exercise notice
  • call option exercise and form of exercise notice
  • mechanics for sale and purchase of option shares
  • warranties and undertakings from the seller

What else do I need to know?

The principal matters which the parties to a put and call option agreement will need to negotiate include:

  • option shares: the number of option shares
  • exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions
  • exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option
  • exercise price: the price payable for the shares

What other docs are available?

For alternative option agreements over shares, see:

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 05/09/2024

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