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1. Parties: Identifies the factor (purchaser) and the client (seller) of the 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 and establishes interpretation principles for the agreement
4. Sale and Purchase of Receivables: Core provisions regarding the sale and assignment of receivables, including true sale provisions
5. Purchase Price and Payment Terms: Details the calculation of purchase price, advance rate, reserves, and payment mechanics
6. Eligibility Criteria: Specifies the criteria for receivables to qualify for purchase under the agreement
7. Representations and Warranties: Standard and receivables-specific warranties from the client regarding the business and receivables
8. Client Undertakings: Ongoing obligations of the client regarding operation of the business and management of receivables
9. Servicing and Collection: Provisions regarding collection of receivables, including notification to debtors and collection procedures
10. Fees and Expenses: Details all fees payable including factoring fees, processing fees, and expense reimbursement
11. Events of Default: Lists circumstances constituting default and corresponding remedies
12. Termination: Provisions for termination of the agreement and post-termination obligations
13. Indemnification: Client's obligations to indemnify the factor for various losses or claims
14. Confidentiality: Provisions protecting confidential information of both parties
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
1. Credit Insurance: Required when receivables are covered by credit insurance, specifying rights and obligations regarding the insurance
2. Cross-Border Provisions: Necessary when factoring involves international receivables, addressing currency conversion and country-specific requirements
3. Electronic Trading Platform: Required when the parties use an electronic platform for receivables trading and communication
4. Reserve Account Mechanics: Detailed provisions for when a reserve account structure is used for risk management
5. Debtor Credit Limits: Specific provisions regarding credit limits for individual debtors when the factor provides credit protection
6. Parent Company Guarantee: Required when additional security is needed through a parent company guarantee
7. Special Industry Provisions: Industry-specific provisions required for particular sectors (e.g., construction, healthcare)
1. Schedule 1 - Eligibility Criteria: Detailed list of criteria for eligible receivables
2. Schedule 2 - Fee Schedule: Detailed breakdown of all applicable fees and charges
3. Schedule 3 - Form of Purchase Request: Standard form for requesting purchase of receivables
4. Schedule 4 - Operational Procedures: Detailed procedures for daily operations, reporting, and communications
5. Schedule 5 - Form of Debtor Notification: Standard form for notifying debtors of the assignment
6. Schedule 6 - Excluded Debtors: List of debtors whose receivables are excluded from the facility
7. Appendix A - Required Reports: Templates and specifications for required regular reporting
8. Appendix B - Power of Attorney: Form of power of attorney for collection and enforcement
9. Appendix C - Compliance Certificate: Form of periodic compliance certification
Approved Debtor
Assignment
Available Funds
Business Day
Calculation Period
Collection Account
Collection Period
Commencement Date
Concentration Limit
Contract
Credit Note
Debtor
Default Interest Rate
Default Event
Dispute
Eligible Receivable
Encumbrance
Excluded Receivable
Facility Limit
Factoring Fee
First Loss
Funding Date
Indebtedness
Ineligible Receivable
Initial Purchase Price
Insolvency Event
Invoice
Material Adverse Effect
Maturity Date
Maximum Payment Term
Minimum Reserve
Notice of Assignment
Notification
Outstanding Amount
Permitted Encumbrance
Purchase Price
Purchase Request
Purchased Receivable
Receivable
Recourse
Related Rights
Reserve Account
Reserve Percentage
Security Interest
Servicing Fee
Settlement Date
Supporting Documentation
Term
Termination Date
Termination Event
True Sale
Trust Account
Undisclosed Factoring
Unpaid Receivable
Working Day
Assignment
Price and Payment
Security Interest
Representations and Warranties
Covenants
Conditions Precedent
Eligibility Criteria
Servicing
Collections
Fees and Expenses
Reserve Account
Recourse
Credit Protection
Events of Default
Remedies
Termination
Set-off
Indemnification
Confidentiality
Data Protection
Anti-Money Laundering
Notice
Assignment and Transfer
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Electronic Communications
Record Keeping
Audit Rights
Information Rights
True Sale
Commingling
Trust
Power of Attorney
Further Assurance
Manufacturing
Wholesale Trade
Retail
Construction
Transport and Logistics
Healthcare
Professional Services
Technology
Telecommunications
Agriculture
Mining
Textiles
Food and Beverage
Finance
Treasury
Legal
Compliance
Credit Management
Operations
Risk Management
Commercial
Accounts Receivable
Collections
Business Development
Chief Financial Officer
Finance Director
Treasury Manager
Credit Manager
Accounts Receivable Manager
Financial Controller
Risk Manager
Commercial Director
Legal Counsel
Compliance Officer
Operations Manager
Business Development Manager
Portfolio Manager
Credit Analyst
Collections Manager
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