The Forward Flow Agreement is utilized when parties wish to establish a continuing relationship for the sale and purchase of receivables over time, rather than executing individual sale agreements for each transaction. This document is particularly relevant in the German market where regulatory compliance, including banking regulations (KWG) and data protection laws (DSGVO), plays a crucial role. The agreement typically includes detailed eligibility criteria for receivables, pricing mechanisms, transfer procedures, and compliance requirements. It's commonly used by financial institutions, debt purchasers, and asset managers operating in Germany who require a structured framework for ongoing receivables sales. The document addresses specific German law requirements for assignment (Abtretung) and incorporates necessary provisions for true sale opinions where required.

1. Parties: Identification of the seller and purchaser with full legal entity details

2. Background: Context of the agreement and brief description of the forward flow arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Sale and Purchase Obligation: Core obligations regarding the forward flow sale arrangement

5. Eligibility Criteria: Detailed criteria for receivables to be included in each sale

6. Sale Process: Procedures for periodic sales including timing, notification, and completion

7. Purchase Price and Payment: Pricing mechanism, calculation methods, and payment terms

8. Transfer Mechanics: Legal mechanics for transferring the receivables

9. Data Protection and GDPR: Compliance with data protection requirements and data handling procedures

10. Representations and Warranties: Standard and specific warranties regarding the receivables and parties

11. Regulatory Compliance: Compliance with relevant German banking and financial services regulations

12. Indemnities: Indemnification provisions for breach of warranties or other obligations

13. Term and Termination: Duration of the agreement and termination provisions

14. Confidentiality: Confidentiality obligations and permitted disclosures

15. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions