Receivables Transfer Agreement for Canada

Receivables Transfer Agreement Template for Canada

This agreement governs the transfer of accounts receivable from one party to another under Canadian law, incorporating provisions compliant with provincial Personal Property Security Acts (PPSA) and relevant federal legislation. The document establishes the terms and conditions for the sale of receivables, including purchase price calculations, representations and warranties, collection procedures, and ongoing obligations of both parties. It addresses key Canadian legal requirements such as perfection of security interests, privacy law compliance, and provincial-specific notice requirements, while providing flexibility for both single transfers and ongoing purchase arrangements.

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What is a Receivables Transfer Agreement?

The Receivables Transfer Agreement is a crucial document used in Canadian business transactions where companies seek to monetize their accounts receivable or establish ongoing receivables purchase arrangements. This agreement type is commonly used in factoring, securitization, and trade finance transactions, providing businesses with improved cash flow and working capital management. The document must comply with provincial Personal Property Security Acts, federal privacy laws, and other relevant Canadian legislation. It includes detailed provisions for the identification and valuation of receivables, transfer mechanics, servicing arrangements, and rights and obligations of all parties involved. The agreement can be structured for either one-time transfers or as part of a revolving purchase facility, making it versatile for various business needs while ensuring compliance with Canadian legal requirements.

What sections should be included in a Receivables Transfer Agreement?

1. Parties: Identification of the transferor (seller) and transferee (buyer) of the receivables

2. Background: Context of the agreement, nature of the receivables, and purpose of the transfer

3. Definitions: Definitions of key terms used throughout the agreement, including 'Receivables', 'Cut-off Date', 'Purchase Price', etc.

4. Sale and Purchase: Core provisions detailing the transfer of receivables and calculation/payment of purchase price

5. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for transfer

6. Representations and Warranties: Seller's representations regarding ownership, quality, and status of receivables

7. Transfer Mechanics: Procedures for effectuating the transfer, including notice requirements and documentation

8. Purchase Price and Payment: Detailed provisions on purchase price calculation, adjustments, and payment terms

9. Collection and Administration: Procedures for collecting receivables and managing customer relationships post-transfer

10. Covenants: Ongoing obligations of both parties regarding the receivables and their management

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

12. Indemnification: Provisions for indemnification and allocation of liability

13. Confidentiality: Protection of confidential information and customer data

14. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

15. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment

What sections are optional to include in a Receivables Transfer Agreement?

1. Ongoing Purchase Facility: Used when establishing a revolving facility for multiple transfers over time rather than a one-time transfer

2. Servicing Provisions: Required when the seller continues to service the receivables post-transfer

3. Security Arrangements: Needed when additional security is required to support the seller's obligations

4. Credit Enhancement: Include when there are additional credit support mechanisms such as reserves or overcollateralization

5. True Sale Provisions: Enhanced provisions to establish true sale character when securitization is contemplated

6. Data Protection: Detailed provisions required when transferring consumer receivables with personal data

7. Currency Provisions: Required for cross-border transfers or multi-currency receivables

8. Tax Provisions: Detailed tax provisions needed for complex transfers or cross-border situations

What schedules should be included in a Receivables Transfer Agreement?

1. Schedule of Receivables: Detailed list of receivables being transferred, including relevant details such as face value, maturity, and debtor information

2. Eligibility Criteria: Detailed criteria for receivables qualification, including any specific requirements or exclusions

3. Form of Transfer Notice: Standard form for notifying debtors of the transfer (where required)

4. Purchase Price Calculation: Detailed methodology for calculating the purchase price, including any adjustments or discounts

5. Form of Servicing Report: Template for periodic reporting on collections and receivables performance

6. Required Documents: List of documents required for each transfer or drawing under the facility

7. Form of Compliance Certificate: Template for periodic certification of compliance with agreement terms

8. Operating Procedures: Detailed procedures for day-to-day operations and interactions between parties

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

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Transfer Agreement

Cost

Free to use
Clauses
Relevant Industries

Banking & Financial Services

Manufacturing

Retail

Healthcare

Technology

Telecommunications

Energy & Utilities

Construction

Professional Services

Wholesale & Distribution

Transportation & Logistics

Consumer Goods

Relevant Teams

Legal

Finance

Treasury

Accounts Receivable

Credit Management

Risk Management

Operations

Compliance

Commercial

Business Development

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Credit Manager

Accounts Receivable Manager

Corporate Counsel

Legal Counsel

Financial Controller

Risk Manager

Operations Manager

Commercial Director

Business Development Manager

Compliance Officer

Portfolio Manager

Transaction 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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