Performance Bond Format for International Transactions

PERFORMANCE BOND

BOND NO.: [Bond Number]

DATE: [Date]

(1) BENEFICIARY:

[Beneficiary Name]

[Beneficiary Address]

(2) APPLICANT:

[Applicant Name]

[Applicant Address]

(3) GUARANTOR:

[Guarantor Name]

[Guarantor Address]

WHEREAS, Applicant has entered into a certain agreement (the "Agreement") dated as of [Date of Agreement] with Beneficiary, pursuant to which Applicant has undertaken certain obligations, a copy of which Agreement is annexed hereto as Schedule 1 and is incorporated herein by reference (the "Obligations").

WHEREAS, pursuant to the terms of the Agreement, Applicant is required to deliver to Beneficiary a performance bond in the amount of [Amount] ([Amount in Words]) as security for the due and punctual performance by Applicant of its Obligations (the "Bond").

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby irrevocably and unconditionally agrees and undertakes as follows:

1. GUARANTEE: The Guarantor hereby guarantees, as primary obligor and not merely as surety, the due and punctual performance by Applicant of its obligations under the Agreement. The liability of the Guarantor under this Bond shall be limited to the sum of [Amount] ([Amount in Words]) (the "Guaranteed Amount").

2. PAYMENT OBLIGATION: In the event that Applicant fails to perform any provision of the Agreement, Beneficiary shall be entitled, at its sole discretion and without prejudice to any other rights Beneficiary may have against Applicant, to demand payment from the Guarantor of an amount not exceeding the Guaranteed Amount, upon the first written demand of Beneficiary (the “Demand”). The Demand shall state the amount demanded under this Bond and shall be accompanied by a statement from the Beneficiary that:

(a) Applicant has failed to perform its Obligations under the Agreement;

(b) Such failure constitutes a breach of the Agreement;

(c) The amount demanded is payable under the Agreement by Applicant to Beneficiary as a consequence of Applicant’s failure to perform its obligations under the Agreement; and

(d) Such amount remains unpaid.

3. PAYMENT ON DEMAND: Upon receipt of a Demand complying with the requirements set out above, the Guarantor shall immediately pay to the Beneficiary the amount demanded, without any deduction, set-off or counterclaim, up to a maximum amount of the Guaranteed Amount.

4. INDEPENDENT OBLIGATION: The undertaking of the Guarantor under this Bond constitutes an independent and primary obligation of the Guarantor and is not conditional upon the validity, legality or enforceability of the Agreement or any other agreement or instrument referred to herein. This Bond shall in no way be affected by:

(a) any amendment, supplement, variation, novation or waiver of the Agreement or any other security or document;

(b) any indulgence granted to the Applicant by the Beneficiary;

(c) any invalidity or unenforceability of the Agreement or any other security or document;

(d) the insolvency, bankruptcy, winding-up or liquidation of the Applicant or the occurrence of any similar or analogous event in any jurisdiction in respect of the Applicant; or

(e) the existence of any right of set-off, counterclaim or other claim that the Guarantor or the Applicant may have against the Beneficiary.

5. REPRESENTATIONS AND WARRANTIES: The Guarantor represents and warrants to the Beneficiary that:

(a) It is a duly incorporated company validly existing and in good standing under the laws of its jurisdiction of incorporation.

(b) It has full power and authority to execute and deliver this Bond and perform its obligations hereunder.

(c) All necessary corporate and/or other approvals have been obtained to enable it to execute and deliver this Bond and perform its obligations hereunder.

(d) The execution and delivery of this Bond does not contravene any law or regulation applicable to it or its constitutional documents.

6. GOVERNING LAW AND JURISDICTION: This Bond shall be governed by and construed in accordance with the laws of [Governing Law] without regard to principles of conflict of laws.

7. DISPUTE RESOLUTION: Any dispute, controversy or claim arising out of or in connection with this Bond, including any question regarding its existence, validity or termination, shall be finally settled by arbitration in accordance with the [Arbitration Rules]. The arbitral tribunal shall consist of [Number] arbitrators. The seat and venue of the arbitration shall be [City, Country]. The language of the arbitration shall be [Language].

8. NOTICES: All notices and other communications hereunder shall be in writing (including email or fax) and shall be deemed to have been duly given: (i) if delivered personally, upon delivery; (ii) if sent by registered post or reputable courier, five (5) Business Days after the date of posting; (iii) if sent by fax, upon confirmation of transmission; or (iv) if sent by email, one (1) Business Day after the date of transmission; and addressed as set forth below:

If to the Beneficiary:

[Beneficiary Name] [Beneficiary Address]

If to the Guarantor:

[Guarantor Name] [Guarantor Address]

or to such other address as any Party may designate in writing from time to time.

9. WAIVER: No failure to exercise and no delay by any Party in exercising any right, power or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

10. SEVERABILITY: If any provision of this Bond is held to be invalid or unenforceable, such provision shall be struck down and the remaining provisions shall remain in full force and effect.

11. COUNTERPARTS: This Bond may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which taken together shall constitute one and the same instrument.

12. ENTIRE AGREEMENT: This Bond, together with the Agreement and any other documents expressly referred to herein, constitutes the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior or contemporaneous representations, discussions, negotiations, understandings, communications or agreements, whether oral or written, relating to the subject matter hereof.

13. ASSIGNMENT: The Beneficiary may assign the benefit of this Bond and all its rights and benefits hereunder at any time without the prior consent of the Guarantor.

IN WITNESS WHEREOF, the Guarantor has caused this Bond to be duly executed as of the date first written above.

GUARANTOR:

[Signature]

[Name of Authorized Signatory]

[Title of Authorized Signatory]

SCHEDULE 1

Agreement

[Attach copy of the Agreement]