**AGREEMENT TO PROVIDE PERFORMANCE BOND**
**NO.:**
**THIS AGREEMENT** is made and entered into this **day of ** **[month], 20** **[year]** by and between Agricultural Bank of China Limited, a Chinese company with limited liability duly organized and existing under the laws of the People's Republic of China (hereinafter referred to as the "Bank") and **[name of contractor]** (hereinafter referred to as the "Contractor").
**WHEREAS,** the Contractor has entered into a contract (the "Contract") with **[name of beneficiary]** (hereinafter referred to as the "Beneficiary") dated as of **[date]** for the **[description of project]**, which Contract is attached hereto as Exhibit A and incorporated herein by this reference; and
**WHEREAS,** the Contractor has requested the Bank to issue a performance bond (the "Performance Bond") to the Beneficiary, securing the Contractor's faithful performance of its obligations under the Contract; and
**WHEREAS**, the Bank has agreed to issue the Performance Bond upon the terms and conditions set forth herein:
**NOW, THEREFORE,** in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows:
**1. Issuance of Performance Bond.**
Upon the signing of this Agreement, the Bank shall issue the Performance Bond in the form attached hereto as Exhibit B. The Performance Bond shall be in the amount of **[amount of bond]** (the "Bond Amount"). **2. Representations and Warranties of Contractor.**
The Contractor represents and warrants to the Bank that:
(a) The Contractor is duly organized and existing under the laws of **[jurisdiction of contractor]** and has full power and authority to enter into this Agreement and to perform its obligations hereunder.
(b) The Contract is a valid and binding obligation of the Contractor and is enforceable in accordance with its terms.
(c) The Contractor has not entered into any other agreement or commitment that would conflict with its obligations under this Agreement or the Performance Bond.
**3. Conditions Precedent to Issuance of Performance Bond.**
The issuance of the Performance Bond by the Bank shall be subject to the following conditions precedent:
(a) The execution and delivery of this Agreement by the Contractor.
(b) The payment by the Contractor to the Bank of the issuance fee and any other fees and expenses incurred by the Bank in connection with the issuance of the Performance Bond.
**4. Obligations of Contractor.**
The Contractor shall:
(a) Faithfully perform its obligations under the Contract in all material respects.
(b) Promptly notify the Bank of any event or circumstance that may affect the Contractor's ability to perform its obligations under the Contract.
(c) Provide the Bank with such information and documentation as the Bank may reasonably request in connection with the Performance Bond.
**5. Default.**
An event of default (the "Default") shall occur if:
(a) The Contractor fails to perform any of its obligations under the Contract or this Agreement.
(b) Any representation or warranty made by the Contractor in this Agreement proves to be false or inaccurate in any material respect.
(c) The Contractor becomes insolvent, or makes an assignment for the benefit of its creditors, or files a petition for bankruptcy or reorganization under any applicable law.
**6. Remedies of Bank Upon Default.**
Upon the occurrence of a Default, the Bank may, at its option, exercise any or all of the following remedies:
(a) Demand payment of the Bond Amount from the Contractor.
(b) Exercise its rights and remedies under the Contract.
(c) Pursue any other remedies available to the Bank at law or in equity.
**7. Limitation of Liability.**
The Bank's liability under the Performance Bond shall be limited to the Bond Amount. In no event shall the Bank be liable for any consequential, indirect, special, or punitive damages, including, without limitation, lost profits or business interruption, even if the Bank has been advised of the possibility of such damages.
**8. Governing Law and Jurisdiction.**
This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China. Any dispute arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts of the People's Republic of China.
**9. Entire Agreement.**
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.
**10. Amendment.**
This Agreement may be amended only by a written instrument signed by both parties hereto.
**11. Counterparts.**
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
**IN WITNESS WHEREOF,** the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.
**AGRICULTURAL BANK OF CHINA LIMITED**
By: **[Authorized Signatory]**
Name: **[Name of Authorized Signatory]**
Title: **[Title of Authorized Signatory]**
**CONTRACTOR**
By: **[Authorized Signatory]**
Name: **[Name of Authorized Signatory]**
Title: **[Title of Authorized Signatory]**
**EXHIBIT A**
**CONTRACT**
**EXHIBIT B**
**PERFORMANCE BOND**
