Format Bank Guarantee Format

Annexure ___ of Master Article of Agreement

7.0 BANK GUARANTEE FORMATS

 Format Bank Guarantee Format

Annexure ___ of Master Article of Agreement

FORM OF BANK GUARANTEE FOR MOBILISATION ADVANCE

PAYMENT
(Executed on Bank preapproved by Adobe Treasury Team only)

Ref: Bank Guarantee No. Date:

THIS BANK GUARANTEE made this day_____ of ____________

BETWEEN

__________________________ (hereinafter called BANK) which expression

shall, unless repugnant to the context or contrary to the meaning thereof,
include its successors and assigns on the one part

AND

M/s. Adobe Systems India Pvt. Ltd., a Company incorporated in India and
having its registered office at __________________________ , (hereinafter called
Owner) which expression shall, unless repugnant to the context or
contrary to the meaning thereof, include its successors and assigns, of the
other part.

WHEREAS Owner has entered into an Item Rate contract (hereinafter called
Contract) having an ACM no. _______________________ dated
____________________ of a value not exceeding INR._______________________
with M/s. _______ (hereinafter called Contractor) which expression
shall, unless repugnant to the context or contrary to the meaning thereof,
includes its successors and assigns.

AND WHEREAS one of the conditions of Contract entered into with

Contractor is that Owner should make an advance payment of
INR.__________________ (in words________________) being (
percent) of Contract value against an indemnity in the form of a bank
guarantee as present.

AND WHEREAS the Contractor has requested BANK to issue one guarantee
 Format Bank Guarantee Format

Annexure ___ of Master Article of Agreement

of INR.___________________ (in words________________).

NOW THIS GUARANTEE WITNESSETH that,

1. In consideration of Owner, at the request of the Contractor, advancing

a sum of INR.___________________ (in words________________), to the
Contractor as and by way of Mobilization advance, the Bank hereby
unconditionally and irrevocably guarantees to the Owner and
indemnifies the Owner against all cost, losses and damages which may
be suffered by the Owner and in respect of the amount of the above
mobilization advance such amount as may be demanded by the
Owner, not exceeding, however, in aggregate, an amount of
INR______________________(in Words___________________).

2. The Bank undertakes to pay the Owner on first demand in writing

without any protest or demur or proof or condition and without any
reference to the applicant any and all amounts from time to time
demanded by the beneficiary under this guarantee up to a maximum
INR______________________(in Words___________________), the 100% of
mobilization advance, in whole or in parts. Any such demand made on
the Bank shall be conclusive as regards the amount due and payable
by the Bank under this guarantee but shall be restricted to an amount
not exceeding INR______________________(in Words___________________).

3. Any such demand placed on the Bank shall be conclusive with respect
to the amount due and payable by the Bank under this Guarantee. The
decision of Owner as to whether the terms and conditions of this
Guarantee or Contract have been observed or not shall be final and
binding on Bank and the Bank will not have the discretion to withhold
payment to the Owner if such demand letter is delivered by the Owner
to the Bank on or before__________________(TENURE OF CONTRACT
INCLUDING EXTENSION PERIOD, IF ANY OR THE COMPLETE
RECOVERY OF MOBILIZATION ADVANCE WHICH EVER IS LATER).

4. This Guarantee is a continuing Guarantee and not revocable except

with the previous written consent of the Owner and as aforesaid, it will
continue in force until the Contractor has maintained the schedule of
delivery of the said work under the Contract and observed and fulfilled
the terms and conditions of the Contract. The Owner has an irrevocable
 Format Bank Guarantee Format

Annexure ___ of Master Article of Agreement

& unconditional right to claim under the Guarantee, in case, the

Guarantee required to be extended in its opinion is not extended by
the Contractor or the Bank within the time frames and for the time
frames stipulated by the Owner.

5. This Guarantee shall not be affected by any change in the Constitution

of the Bank of the Owner or by absorption / merger of the Owner with
any other body or corporation or otherwise and this Guarantee will be
available to or enforceable by such body or corporation.

6. All composition and payments received by the Owner from or on behalf

of the Contractor shall be regarded as payments in gross and in the
event of the contractor being wound-up, the Owner will be entitled to
prove against the properties of the Contractor in respect of the whole
of the contractors indebtedness to the Owner without any right on the
part of the Bank to stand in the Owners place in respect of or to claim
the benefits of such composition and payment or any security held by
the Owner until the Owner shall have received the full amount of the
claims against the contractor.

7. In order to give effect to this Guarantee the Owner will be entitled to

act as if the Bank were the principal debtor and the Bank hereby
waives all and any of its rights of surety ship.

8. THE GUARANTEE HEREIN CONTAINED is unconditional and not

revocable by notice during its currency and will remain in full force
until full payment has been made to the Owner by Bank on the Owner
having lodged a claim under the Bank Guarantee within its validity
i.e.,__________________ (Claim Date) and if no claim is lodged by the
Owner then the Guarantee would expire within the period specified in
this Guarantee.

9. The Banks liability under this Guarantee is restricted to maximum of

INR __________________(Rupees _____________). The Owner may claim the
full or part of the amount under the Guarantee entirely at its sole
discretion and make this claim at one or more times before the Claim
Date. The Bank is required to make a payment immediately on receipt
of the claim in the enclosed format.
 Format Bank Guarantee Format

Annexure ___ of Master Article of Agreement

10. THIS GUARANTEE shall continue to be in force notwithstanding

the discharge of Contractor by operation of law and shall cease only on
payment of the full amount by Bank to Owner of the amount hereby
secured and on the claim of Owner against Contractor in respect of
Contract being satisfied.

11. This Guarantee shall be in addition to and not in substitution for

any other guarantee or security for the Contractor given or to be given
to the Owner in respect of the Contract by the Bank whether alone or
jointly with others.

12. IN THE EVENT OF Force Majeure, according to the Contract the

validity of the present guarantee shall be extended for a period to be
mutually agreed upon by the Owner and the Contractor and same shall
be duly intimated to the Bank by the Owner.

13. After the date of expiry of this Guarantee i.e., expiry of Claim
Date, all the rights of the Owner hereunder shall be forfeited and the
Bank shall be relieved and discharged of all liabilities unless the Claim
Date is extended by the Owner in terms hereof.

14. Any notice by way of request, demand or otherwise hereunder

may be sent by post to the Bank, addressed as aforesaid, and if sent
by post, it shall be deemed to have been given at the time when it
would be delivered in due course of post, and in proving such notice,
when given by post, it shall be sufficient to prove that the envelope
containing the notice was posted and a certificate of posting from
postal Authorities / Agencies, to the effect that the envelope was so
posted shall be conclusive.

15. These presents shall be governed by and construed in

accordance with Indian Law.

16. The Bank hereby declares that it has the power to issue this
Guarantee and the undersigned has full power to do so.

Notwithstanding anything contained hereinabove:-

1. The liability of the Bank under this guarantee shall be to the extend
 Format Bank Guarantee Format

Annexure ___ of Master Article of Agreement

INR____________________ (Rupees_________________).
2. This guarantee is valid upto _________________ (Claim Date).
3. The bank shall be liable to pay the guaranteed amount or any part
thereof under this guarantee must be lodged with the Bank at its office
at_____________________ on or before______________, after which the
liability of the bank would be extinguished.
4. This Guarantee is irrevocable and unconditional.

This Guarantee is issued on the day and year first above written at
_______________.

PROFORMA OF BANK GUARANTEE FOR PERFORMANCE BOND

(Executed on Bank preapproved by Adobe Treasury Team only)
(On Non-judicial stamp paper of appropriate value)

Ref: Bank Guarantee No. Date:

THIS BANK GUARANTEE made this day_____ of ____________

BETWEEN

__________________________ (hereinafter called BANK) which expression

shall, unless repugnant to the context or contrary to the meaning thereof,
include its successors and assigns on the one part

AND

M/s. Adobe Systems India Pvt. Ltd., a Company incorporated in India and
 Format Bank Guarantee Format

Annexure ___ of Master Article of Agreement

having its registered office at __________________________ , (hereinafter called

Owner) which expression shall, unless repugnant to the context or
contrary to the meaning thereof, include its successors and assigns, of the
other part.

WHEREAS Owner has entered into an Item Rate contract (hereinafter called
Contract) having an ACM no. _______________________ dated
____________________ of a value not exceeding INR._______________________
(Contract Sum) with M/s. _______ (hereinafter called Contractor)
which expression shall, unless repugnant to the context or contrary to the
meaning thereof, includes its successors and assigns.

AND WHEREAS under the terms of the said Contract, the Contractor is
required to submit a performance guarantee for the due, punctual,
satisfactory and faithful performance of the entire contract to the context of
___________ % of the Contract Sum.

AND WHEREAS the Contractor has requested BANK to issue one guarantee
of INR.___________________ (in words________________) as a performance
guarantee.

NOW THIS GUARANTEE WITNESSETH That:-

1. The Bank hereby agree, guarantee and undertake that they shall
forthwith, and immediately upon receipt of first written
intimation/demand/letter/claim from Owner, pay to Owner, without
any deduction, reservation, protest, demur, delay or reference to
Contractor, the aforesaid sum of INR.___________________ (in
words________________) irrespective of and notwithstanding any dispute
or demand to the contrary made/raised by the Contractor.

2. The Bank further undertake and agree that they shall make payment to
Owner immediately upon demand being made, as aforesaid, without in
any manner referring to, or seeking consent of or instructions from the
Contractor and without in any manner, explicitly or by conduct, issuing
notice of Banks intent to honor Banks commitment under this
guarantee or on the issue of any instructions to the contrary issued by
the Contractor.
 Format Bank Guarantee Format

Annexure ___ of Master Article of Agreement

3. Any such demand made by the Owner on the Bank shall be conclusive
and binding notwithstanding any difference between the Owner and
the Contractor or any dispute pending before any Court, Tribunal,
Arbitrator or any other authority or any instructions, letter contrarily
issued by the Contractor.

4. The Bank agree that Guarantee herein contained shall be irrevocable &
unconditional and shall continue to be in force and enforceable till it is
specifically discharged by the Owner by issuance of a letter/certificate
to such effect. No periodic renewal by the Bank shall be necessary.

5. The Owner shall have the fullest liberty, from time to time, without in
any way affecting the liability of the Bank under this Guarantee to
extend the time for performance of the Contract by the Contractor, or
vary the terms of the Contract. The Owner shall have the fullest liberty
without affecting this Guarantee to postpone, from time to time, the
exercise of power vested in them or of any right which they might have
against the Contractor and to seek compliance with any covenants
contained or implied in the Contract between the Owner and the
Contractor or any other course or remedy or security available to the
Owner. Notwithstanding any such extension or variation, the Bank shall
not be released of its obligations as assumed under these presents by
the exercise by the Owner of any liberty with reference to matters
aforesaid or any of them or by reason of any act or forbearance or
other acts of Owner or any other indulgence shown by the Owner to
the Contractor. Bank agree that irrespective of such extension of time
or variation in Contract, Banks liability to pay the aforesaid amount of
INR _______________________________(IN WORDS_______________________)
without demur, objection shall continue to remain unaltered,
enforceable and valid.

6. The Bank further agrees that the Owner, at its option, shall be entitled
to enforce this Guarantee against the Bank, without in the first
instance proceeding against the Contractor or making any demand
upon the Contractor to pay and notwithstanding any security or other
Guarantee that the Owner may be possessed of in relation to the
Contractors liabilities, either in relation to this agreement or otherwise
and Banks liability to make unconditional payment on demand by the
Owner shall not be affected or diluted and shall remain valid,
 Format Bank Guarantee Format

Annexure ___ of Master Article of Agreement

enforceable and unaltered.

7. The Bank further agree that for the purpose of this Guarantee any
notice issued to them by the Owner and the amount claimed in such
notice as being payable by the Contractor to the Owner shall be
deemed to be correct and shall not be disputed or questioned by Bank
but shall be paid in the manner herein before stated forthwith and
without delay.

8. The Bank further undertake not to revoke this guarantee during the
period of its validity viz., till the Owner discharges us, in writing, as
aforesaid, notwithstanding any dispute, difference between the
Contractor and ourselves and the bankers lien either general or
particular in relation to the Contractor shall not include the amount
guaranteed to the Owner under this guarantee.

9. This Guarantee shall not be affected by any change in the Constitution

of the Bank of the Owner or by absorption / merger of the Owner with
any other body or corporation or otherwise and this Guarantee will be
available to or enforceable by such body or corporation.

10. In order to give effect to this Guarantee, the Owner will be

entitled to act as if the Bank were the principal debtor and the Bank
hereby waives all and any of its rights of surety ship.

11. These presents shall be governed by and construed in

accordance with Indian Law.

12. The Bank hereby declares that it has the power to issue this
Guarantee and the undersigned has full power to do so.

Notwithstanding anything contained hereinabove:-

1. The liability of the Bank under this guarantee shall be to the extend
INR____________________ (Rupees_________________).
2. This guarantee is valid upto _________________ (Claim Date).
3. The bank shall be liable to pay the guaranteed amount or any part
thereof under this guarantee must be lodged with the Bank at its office
at_____________________ on or before______________, after which the
 Format Bank Guarantee Format

Annexure ___ of Master Article of Agreement

liability of the bank would be extinguished.

4. This Guarantee is irrevocable and unconditional.

This Guarantee is issued on the day and year first above written at
_______________.