EXAMPLE FORM OF PARENT COMPANY GUARANTEE母公司保函范例格式

[See the comments on Sub-Clause 1.14] [见第1．14款解释]

Brief description of Contract合同简述                                 

Name and address of Employer雇主名称和地址                     (together with successors and assigns).(连同继承人和承受人)

We have been informed that                (hereinafter called the “Contractor”) is

submitting an offer for such Contract in response to your invitation, and that the conditions of your invitation require his offer to be supported by a parent company guarantee.

我方已获知，          (以下称“承包商”)正响应你方邀请对上述合同提交报价，你方邀请条件要求报价应附一份母公司保函支持。

In consideration of you, the Employer, awarding the Contract to the Contractor, we (name of parent company)           irrevocably and unconditionally guarantee to you, as a primary obligation, the due performance of all the Contractor’s obligations and liabilities under the Contract, including the Contractor’s compliance with all its terms and conditions according to their true intent and meaning.

考虑到你方，雇主，将向承包商授予合同，我方(母公司名称)       不可撤销和无条件地，作为一项首要义务向你方保证，承包商根据合同规定的所有应履行的义务和责任，包括承包商按照其真实意图和含义遵守所有合同条款和条件。

If the Contractor fails to so perform his obligations and liabilities and comply with the Contract, we will indemnify the Employer against and from all damages, losses and expenses (including legal fees and expenses) which ‘arise from any such failure for which the Contractor is liable to the Employer under the Contract.

如果承包商未能如上履行其义务和责任，未能遵守合同，我方将保障雇主免受因承包商根据合同应对雇主负责的任何该类违约造成的所有损害赔偿费、损失和开支(包括法律费用和开支)。   

This guarantee shall come into full force and effect when the Contract comes into full force and effect. If the Contract does not come into full force and effect within a year of the date of this guarantee, or if you demonstrate that you do not intend to enter into the Contract with the Contractor, this guarantee shall be void and ineffective. This guarantee shall continue in full force and effect until all the Contractor’s obligations and liabilities under the Contract have been discharged, when this guarantee shall expire and shall be returned to us, and our liability hereunder shall be discharged absolutely.

本保函将在合同全面实施和生效时，全面实施和生效。如果在本保函日期一年内，合同没有全面实施和生效，或如果你方表明不想与承包商签订合同，本保函将作废和无效。本保函将持续全面实施和有效，直到承包商根据合同规定的义务和责任全部解除为止，届时本保函应期满，应退还我方，我方在其下的责任应完全解除

This guarantee shall apply and be supplemental to the Contract as amended or varied by the Employer and the Contractor from time to time. We hereby authorise them to agree any such amendment or variation, the due performance of which and compliance with which by the Contractor are likewise guaranteed hereunder. Our obligations and liabilities under this guarantee shall not be discharged by any allowance of time or other indulgence whatsoever by the Employer to the Contractor, or by any variation or suspension of the works to be executed under the Contract, or by any amendments to the Contract or to the constitution of the Contractor or the Employer, or by any other matters, whether with or without our knowledge or consent.

当雇主和承包商有时对合同进行修改或变更时，本保函仍适用并作为合同的补充。我方在此授权他们商定任何此类修正或变更，对承包商应履行和应遵守的修正或变更在此同样予以保证。我方根据本保函应负的义务和责任，不应因雇主对承包商做出的任何时限允许或其他宽让，或根据合同要实施的工程的任何变更或暂停，或对合同、或承包商或雇主的组成的任何修改，或任何其他事项而解除，不论这些事项是否经我方知晓或同意。

This guarantee shall be governed by the law of the same country (or other jurisdiction) as that which governs the Contract and any dispute under this guarantee shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such Rules. We confirm that the benefit of this guarantee may be assigned subject only to the provisions for assignment of the Contract.

本保函应由管辖合同的同一国家(或其他司法管辖区)的法律管辖。关于本保函的任何争端，应根据国际商会仲裁规则，由按该规则任命的一位或几位仲裁员最终解决。我方确认，本保函的权益仅可按照合同转让的条款进行转让。

Date日期                                Signature(s) 签字

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This example is extracted from FIDIC Conditions of Contract for EPC/Turkey projects.