Accounts Receivable Agreement Template for Canada

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Key Requirements PROMPT example:

Accounts Receivable Agreement

I need an Accounts Receivable Agreement for a manufacturing company in Ontario selling its receivables to a factoring company, with full recourse and the option for the seller to continue collecting payments as a servicer.

Document background
The Accounts Receivable Agreement is a crucial financial instrument used when a business wishes to monetize its accounts receivable through sale or assignment to a financial institution or factoring company. This document, structured under Canadian law, enables businesses to improve cash flow, reduce collection costs, or obtain financing using their receivables as collateral. It is particularly valuable for growing businesses, companies with seasonal fluctuations, or those seeking to outsource their collections process. The agreement must comply with federal and provincial regulations, including the Personal Property Security Act (PPSA), banking laws, and privacy legislation. It typically includes detailed provisions for purchase price calculations, eligible receivable criteria, collection procedures, representations and warranties, and creation of security interests. The document serves as the primary reference point for ongoing operations between the parties and provides mechanisms for dispute resolution.
Suggested Sections

1. Parties: Identification of the assignor (seller of receivables) and assignee (purchaser/factor of receivables), including full legal names and addresses

2. Background: Context of the agreement, nature of the assignor's business, and purpose of the receivables arrangement

3. Definitions: Defined terms used throughout the agreement, including 'Eligible Receivables', 'Purchase Price', 'Collection Period', etc.

4. Purchase and Sale of Receivables: Core terms of the purchase/sale arrangement, including pricing mechanism and transfer process

5. Representations and Warranties: Assignor's declarations regarding ownership, validity, and status of receivables

6. Covenants: Ongoing obligations of the parties, including reporting requirements and operational procedures

7. Collection and Servicing: Terms governing the collection process, including whether the assignor will continue collecting as servicer

8. Payment Terms: Details of payment calculations, timing, and methods

9. Security Interest: Creation and perfection of security interests in the receivables

10. Events of Default: Circumstances constituting default and corresponding remedies

11. Term and Termination: Duration of agreement and termination rights

12. Governing Law and Jurisdiction: Specification of Canadian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment rights

Optional Sections

1. Credit Insurance: Required when parties agree to maintain credit insurance on the receivables

2. Foreign Currency Provisions: Needed when receivables include amounts in non-Canadian currency

3. Electronic Documentation: Required when parties agree to use electronic invoicing and documentation systems

4. Recourse Provisions: Included when the agreement is with recourse to the assignor

5. Trust Provisions: Required when collections are held in trust before remittance

6. Customer Notification: Specific procedures for notifying account debtors, if required

7. Field Examination Rights: Included when assignee requires right to examine assignor's books and records

8. Cross-Border Provisions: Required when receivables involve international customers

Suggested Schedules

1. Schedule A - Eligible Receivables Criteria: Detailed criteria for receivables eligible for purchase

2. Schedule B - Purchase Price Calculation: Formula and methodology for calculating purchase price

3. Schedule C - Approved Customer List: List of customers whose receivables are pre-approved for purchase

4. Schedule D - Collection Procedures: Detailed procedures for collecting and processing payments

5. Schedule E - Form of Purchase Request: Standard form for requesting purchase of receivables

6. Schedule F - Reporting Requirements: Templates and requirements for periodic reports

7. Appendix 1 - PPSA Financing Statement: Copy of or reference to PPSA registration details

8. Appendix 2 - Fee Schedule: Detailed breakdown of all fees and charges

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Wholesale Distribution

Retail

Professional Services

Construction

Technology

Healthcare

Transportation and Logistics

Food and Beverage

Industrial Services

Agricultural

Energy

Relevant Teams

Finance

Accounts Receivable

Treasury

Legal

Credit Control

Collections

Risk Management

Operations

Commercial

Compliance

Relevant Roles

Chief Financial Officer

Finance Director

Accounts Receivable Manager

Credit Controller

Treasury Manager

Financial Controller

Credit Manager

Collections Manager

Finance Manager

Risk Manager

Legal Counsel

Contracts Manager

Business Development Manager

Commercial Director

Operations Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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