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1. Parties: Identification of the counter-guarantor bank, primary guarantor bank, and reference to the beneficiary of the primary guarantee

2. Background: Context of the underlying transaction and the primary guarantee that necessitates this counter guarantee

3. Definitions: Key terms used in the counter guarantee, including 'Primary Guarantee', 'Underlying Transaction', 'Guarantee Amount', etc.

4. Counter Guarantee Amount: Specification of the maximum amount covered by the counter guarantee and currency

5. Scope of Counter Guarantee: Details of what is covered and the conditions under which the counter guarantee can be invoked

6. Duration and Validity: Term of the counter guarantee, including effective date and expiry conditions

7. Payment Provisions: Process and conditions for making payments under the counter guarantee

8. Claims Procedure: Detailed process for making and handling claims under the counter guarantee

9. Bank's Rights and Obligations: Specific rights and obligations of both banks under the counter guarantee

10. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes

1. Form of Demand: Template for making demands under the counter guarantee

2. Copy of Primary Guarantee: Attached copy of the primary guarantee being counter-guaranteed

3. Fee Schedule: Schedule of fees and charges applicable to the counter guarantee

4. Required Documents: List of documents required to be presented with any demand

5. Authorized Signatories: List of authorized signatories for both banks