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Forward Flow Agreement
1. Parties: Identification of the seller and purchaser of the receivables
2. Background: Context of the agreement, including the seller's business and the nature of receivables to be sold
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Sale and Purchase Structure: Framework for the forward-flow arrangement, including frequency of sales and commitment levels
5. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for purchase
6. Purchase Price and Payment: Pricing mechanism, calculation methods, and payment terms
7. Transfer Mechanics: Procedures for identifying, offering, and transferring receivables
8. Representations and Warranties: Standard and specific warranties regarding the receivables and the parties' capacity
9. Seller's Ongoing Obligations: Continuing obligations of the seller regarding information, compliance, and cooperation
10. Purchaser's Obligations: Key obligations of the purchaser, including payment and compliance requirements
11. Data Protection and Confidentiality: Provisions ensuring GDPR compliance and protection of confidential information
12. Term and Termination: Duration of the agreement and circumstances allowing early termination
13. Consequences of Termination: Effects of termination and post-termination obligations
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Servicing Arrangements: Required if the seller continues to service the sold receivables or if a third-party servicer is involved
2. Security and Trust Arrangements: Needed if additional security or trust structures are required for the transfers
3. Regulatory Compliance: Detailed compliance provisions if either party is regulated or if the receivables are regulated
4. Put-Back Rights: Provisions allowing return of receivables that fail to meet warranties or criteria
5. Performance Monitoring: Specific KPIs and monitoring requirements if performance tracking is crucial
6. Consumer Protection Provisions: Required if the receivables involve consumer debtors
7. Translation and Language: Needed if documents will exist in multiple languages
8. Parent Company Guarantee: Required if additional corporate guarantees are needed
1. Eligibility Criteria Details: Detailed list of criteria for acceptable receivables
2. Form of Transfer Notice: Template for formal notification of receivables transfers
3. Pricing Schedule: Detailed pricing calculations and adjustments
4. Operational Procedures: Day-to-day procedures for identifying and transferring receivables
5. Required Documents: List of documents needed for each transfer
6. Data Fields: Specification of required data fields for receivables information
7. Form of Monthly Report: Template for regular reporting on portfolio performance
8. Compliance Requirements: Detailed regulatory and compliance procedures
9. Power of Attorney: Standard form of power of attorney if required for transfers
10. Data Processing Agreement: GDPR-compliant data processing terms and procedures
Authors
Adverse Event
Agreed Purchase Price
Applicable Law
Business Day
Closing Date
Completion
Confidential Information
Cut-Off Date
Data Protection Laws
Data Transfer Agreement
Debtor
Default Rate
Defaulted Receivable
Deferred Purchase Price
Eligibility Criteria
Eligible Receivable
Encumbrance
Event of Default
Excluded Receivable
Final Transfer Date
Financial Statements
Forward Flow Period
GDPR
Initial Purchase Price
Insolvency Event
Legal Requirement
Material Adverse Effect
Maximum Portfolio Size
Minimum Portfolio Size
Monthly Report
Offer
Offer Date
Outstanding Balance
Payment Date
Performance Criteria
Personal Data
Portfolio
Portfolio Accept Notice
Portfolio Decline Notice
Portfolio Documents
Purchase Price
Purchase Rate
Receivable
Receivables Data
Receivables Documentation
Regulatory Authority
Related Rights
Relevant Permissions
Reporting Period
Representatives
Required Documents
Sale Notice
Secured Obligations
Security Interest
Selection Criteria
Selection Date
Servicer
Servicing Agreement
Settlement Date
Transaction Documents
Transfer Date
Transfer Notice
Transfer Requirements
Transferred Receivable
Undertaking
Valuation Date
VAT
Definitions
Sale and Purchase
Eligibility Criteria
Purchase Price
Transfer Mechanics
Conditions Precedent
Representations and Warranties
Undertakings
Information Covenants
Servicing Arrangements
Payment Provisions
Security Interest
Data Protection
Confidentiality
Regulatory Compliance
Anti-Money Laundering
Consumer Protection
Force Majeure
Term and Termination
Put-Back Rights
Indemnification
Assignment and Transfer
Notices
Amendments
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Interest on Late Payment
No Waiver
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
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