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1. Parties: Identifies the factor (financing party) and the client (company selling its receivables)
2. Background: Sets out the context of the agreement, including the client's business nature and desire to factor receivables
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Sale and Purchase of Receivables: Core provisions regarding the assignment and transfer of receivables
5. Purchase Price and Payment Terms: Details the calculation of purchase price, advance rate, discount fee, and payment mechanics
6. Eligibility Criteria: Specifies the criteria for receivables to qualify for purchase
7. Representations and Warranties: Client's representations regarding their business and the receivables being sold
8. Covenants: Ongoing obligations of the client throughout the agreement term
9. Collection and Management of Receivables: Procedures for collecting and managing purchased receivables
10. Recourse and Repurchase: Circumstances where the client must repurchase receivables or provide recourse
11. Events of Default: Defines events triggering default and respective consequences
12. Term and Termination: Duration of the agreement and termination provisions
13. Confidentiality: Obligations regarding confidential information
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Security: Required when additional security is taken beyond the receivables assignment
2. Credit Insurance: Included when receivables are covered by credit insurance
3. Electronic Platform: Required when using specific software or platforms for managing the factoring relationship
4. International Provisions: Needed for cross-border factoring arrangements
5. Reserve Account: Details of reserve account maintenance if required by the factor
6. Concentration Limits: Included when specific debtor concentration limits apply
7. Sub-Servicing: Required when the client continues to service the receivables as agent
8. Parent Company Guarantee: Included when parent company support is required
1. Schedule 1 - Pricing Schedule: Detailed breakdown of fees, charges, and calculation methodologies
2. Schedule 2 - Eligibility Criteria: Detailed list of criteria for acceptable receivables
3. Schedule 3 - Operational Procedures: Detailed procedures for daily operations, reporting, and communications
4. Schedule 4 - Form of Notice of Assignment: Template for notifying debtors of the assignment
5. Schedule 5 - Reporting Requirements: Forms and templates for required reports
6. Schedule 6 - Excluded Debtors: List of debtors whose receivables are excluded from the facility
7. Schedule 7 - Form of Offers: Template for offering receivables for purchase
8. Appendix A - Key Contact Information: Contact details for both parties' key personnel
9. Appendix B - System Access Protocols: Procedures for accessing any electronic platforms or systems
Approved Currency
Availability Period
Business Day
Charge Over Account
Collection Account
Collection Period
Commencement Date
Concentration Limit
Contract
Credit Note
Debtor
Dilution
Discount Fee
Dispute
Due Date
Eligible Debtor
Eligible Receivable
Event of Default
Facility Limit
Factor's Security Interest
Factoring Fee
GST
Indebtedness
Ineligible Receivable
Initial Purchase Price
Insolvency Event
Invoice
Material Adverse Effect
Minimum Period
Notice of Assignment
Notification
Offer
Outstanding Amount
PPSA
Purchase Date
Purchase Price
Purchased Receivable
Recourse Event
Related Entity
Reserve Account
Reserve Percentage
Security Interest
Service Fee
Settlement Date
Supporting Rights
Term
Trust Account
Verification
Definitions
Sale and Purchase
Assignment
Purchase Price
Payment Terms
Eligibility Criteria
Representations and Warranties
Security Interest
Collection Rights
Recourse
Reserve Account
Indemnification
Confidentiality
Data Protection
Anti-Money Laundering
Events of Default
Termination
Force Majeure
Notices
Amendment
Assignment and Transfer
Governing Law
Dispute Resolution
Severability
Entire Agreement
Electronic Execution
GST
Set-off Rights
Further Assurance
Information Undertakings
Operational Procedures
Client Covenants
Sub-Servicing
Credit Insurance
Authority and Power of Attorney
Manufacturing
Wholesale Trade
Construction
Transportation and Logistics
Professional Services
Healthcare
Retail
Technology
Agriculture
Mining and Resources
Financial Services
Import/Export
Finance
Legal
Treasury
Credit Management
Accounts Receivable
Operations
Risk Management
Commercial
Business Development
Collections
Chief Financial Officer
Finance Director
Treasury Manager
Credit Manager
Accounts Receivable Manager
Commercial Director
Legal Counsel
Risk Manager
Operations Manager
Financial Controller
Business Development Manager
Relationship Manager
Credit Analyst
Collections Manager
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