The Forward Flow Agreement is a sophisticated commercial contract used in the Canadian financial services sector to facilitate the regular sale and purchase of financial assets, most commonly consumer debt portfolios. It establishes a framework for multiple transfers over time, rather than a one-off sale, making it particularly valuable for financial institutions seeking to manage their balance sheets and debt purchasers looking to build their portfolio systematically. The agreement must comply with Canadian federal regulations, including PIPEDA and the Bank Act, as well as provincial requirements that vary by jurisdiction. It typically includes detailed provisions for account eligibility, pricing mechanisms, compliance requirements, and data protection measures. The document is essential for organizations engaged in ongoing debt sale programs and requires careful consideration of both commercial and regulatory aspects specific to the Canadian market.

1. Parties: Identification of the seller and purchaser, including full legal names and addresses

2. Background: Context of the agreement, nature of the seller's business, and general purpose of the forward flow arrangement

3. Definitions: Key terms used throughout the agreement, including Financial Product, Eligible Account, Purchase Price, etc.

4. Sale and Purchase Commitment: Core obligations regarding the forward flow arrangement, including commitment periods and purchase obligations

5. Eligibility Criteria: Specific requirements that accounts must meet to be eligible for sale under the agreement

6. Purchase Price and Payment: Calculation methodology for purchase price, payment mechanics, and timing

7. Sale Process: Procedural requirements for each sale, including notice requirements and delivery of account data

8. Representations and Warranties: Standard and specific warranties regarding the accounts, authority to sell, and compliance with laws

9. Regulatory Compliance: Obligations regarding compliance with applicable Canadian laws and regulations

10. Data Protection: Requirements for handling personal information in compliance with PIPEDA

11. Indemnification: Mutual indemnification obligations and process

12. Term and Termination: Duration of agreement, renewal provisions, and termination rights

13. General Provisions: Standard boilerplate clauses including governing law, notices, amendment process, etc.