Invest finance bank

Murabaha Agreement dated [] (the Agreement)

1. 
   We refer to the above Agreement concluded by you and [the Bank] (as agent of the Islamic Corporation for the Development of the Private Sector) (expressions defined in which have the same meanings herein) and the Offer Notice dated []. The terms and conditions of the Agreement are incorporated herein.
   
2. 
   We accept your offer and sell to you the Goods and hereby conclude a Murabaha Contract with you, the essential details of which are as follows:
   

Sale Price: USD []
Repayment Dates:

Repayment Date	Instalment no.	Total Cost of Shipment Price Component Due	Mark-up Instalment Component Due	Balance of Sale Price
Total

For and on behalf of
[]
[Bank]

7. 
   
   Form of Letter of Guarantee
   

[To be typed on letterhead of the Bank]
M/S Islamic Corporation for the Development of the Private Sector (ICD)
P.O. Box 54069 Jeddah 21514
Kingdom of Saudi Arabia

1. 
   In consideration of you, ICD having provided term financing under the Murabaha Facility Agreement dated [ ] (the Contract) to Messrs:[ ] (the Client), we, [ ], (the Guarantor) hereby irrevocably and unconditionally guarantee the Client’s obligations under the Contract.
   
2. 
   We will forthwith on demand made by you in writing and notwithstanding any objection by the Client pay you the unpaid amount or amounts due to you but such amount or amounts shall not exceed in aggregate USD [] (US Dollar []) plus Mark-up of [] %, by transfer to an account in your name at such bank as you shall stipulate or in such other manner as shall be acceptable to you.
   
3. 
   You will attach to the written demand referred to in paragraph (2) above or send us one or more of the following documents after you serve the written demand referred to in paragraph (2) above:
   
   1. 
      a copy of the Contract or any relevant extract from the Contract;
      
   2. 
      any letter or notice that you served to the principal(s) with the intent to demand or arrange for the payment of any sum due under the Contract or any other relevant agreement; and
      
   3. 
      any invoice you issued to the Client.
      

We confirm that your failure to submit any of the documents listed above in this paragraph 3 shall not prejudice in any way your rights under this Guarantee or any other agreement or document, including the right to demand payment of the guaranteed amount under this Guarantee.

4. 
   Any payment made hereunder shall be made free and clear of, and without deduction for or on account of, any present or future taxes, levies, imposts, duties charges, fees, deductions or withholdings of any nature whatsoever and by whomsoever imposed. This guarantee and indemnity is a continuing guarantee and indemnity and will extend to the ultimate balance of all sums payable by the Client under the Contract, regardless of any intermediate payment or discharge in whole or in part.
   
5. 
   Unless:
   
   1. 
      all amounts which may be or become payable by the Client under or in connection with the Contract have been irrevocably paid in full; or
      
   2. 
      ICD otherwise directs, the
      

Guarantor will not, after a claim has been made or by virtue of any payment or performance by it under this Guarantee:

1. 
   be subrogated to any rights, security or moneys held, received or receivable by ICD (or any trustee or agent on its behalf);
   

5. 
   be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Guarantor's liability under this paragraph;
   
6. 
   claim, rank, prove or vote as a creditor of the Client or its estate in competition with ICD (or any trustee or agent on its behalf); or
   
7. 
   receive, claim or have the benefit of any payment, distribution or security from or on account of the Client, or exercise any right of set-off as against the Client.
   

The Guarantor must hold in trust for and immediately pay or transfer to ICD any payment or distribution or benefit of security received by it contrary to this Clause 5above, or in accordance with any directions given by ICD under this Clause.

6. 
   The obligations of the Guarantor under this Guarantee will not be affected by any act, omission or thing (whether or not known to it or the Client) which, but for this provision, would reduce, release or prejudice any of its obligations under this Guarantee. This includes:
   

1. 
   any time or waiver granted to, or composition with, any person;
   

1. 
   any release of any person under the terms of any composition or arrangement;
   
2. 
   the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;
   
3. 
   any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
   
4. 
   any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
   
5. 
   any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of the Contract or any other document or security;
   
6. 
   any unenforceability, illegality, invalidity or non-provability of any obligation of any person under the Contract or any other document or security; or
   
7. 
   any creditor’s process, insolvency or similar proceedings.
   

7. 
   The covenants herein contained constitute unconditional and irrevocably direct primary obligations of the Guarantor. No alteration in the terms of the Contract and no modification or extension of the Contract or in the extent or nature of the work to be performed thereunder and no indulgence, allowance of time by you or other forbearance or concession or any other act or omission by you which but for this provision might exonerate or discharge the Guarantor shall in any way release the Guarantor from any liability hereunder.
   
8. 
   Neither the obligations of the Guarantor contained in this Guarantee nor the rights, powers and remedies conferred in respect of the Guarantor upon the ICD by this guarantee or by law shall be discharged, impaired or otherwise affected by the termination of the Line of Finance Agreement between the ICD and the Guarantor dated [].
   
9. 
   The Guarantor waives any right it may have of first requiring ICD to proceed against or enforce any other rights or security or claim payment from any person before claiming from it under this Guarantee. This waiver applies irrespective of any law or any provision of any document to the contrary.
   
10. 
    This guarantee is governed by and shall be construed in accordance with [•]² law.
    
11. 
    
    1. 
       Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this guarantee (including any dispute, claim, difference or controversy regarding the existence, validity, interpretation, performance, breach or termination of this guarantee or the consequences of their nullity and any dispute, claim, difference or controversy relating to any non-contractual obligations arising out of or in connection with this guarantee) (a Dispute) shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC-LCIA Arbitration Centre (the Rules). The Rules are incorporated by reference into this Clause and capitalised terms used in this Clause which are not otherwise defined in this guarantee have the meanings given to them in the Rules.
       
    2. 
       For these purposes:
       
       5. 
          the seat, or legal place, of arbitration will be the Dubai International Financial Centre;
          
       6. 
          the governing law of the arbitration agreement shall be [•]³ law;
          
       7. 
          there shall be three independent arbitrators, each of whom shall be disinterested in the arbitration, shall have no connection with any party thereto and shall be an attorney experienced in international securities transactions. Each party shall nominate one arbitrator (together the nominated arbitrators) and the third arbitrator shall be nominated by agreement between the nominated arbitrators. The third arbitrator shall serve as the presiding arbitratorof the arbitral tribunal; and
          
       8. 
          the language of the arbitration shall be [English].
          
    3. 
       By agreeing to arbitration in accordance with this Clause, the parties do not intend to deprive any competent court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings, or the recognition and/or enforcement of any award. Any interim or provisional relief ordered by any competent court may subsequently be vacated, continued or modified by the arbitral tribunal on the application of either party.
       
    4. 
       All awards shall be final and binding on the parties. The parties undertake to carry out any award immediately and without any delay; and the parties waive irrevocably their right to any form of appeal or review of the award by any state court or other judicial authority, insofar as such waiver may be validly made.
       

…………………………………..