Forward Flow Agreement Template for Hong Kong

Forward Flow Agreements are commonly used in the financial services sector where there is a need for regular sales of receivables from one entity to another. This document type is particularly relevant when a financial institution or credit originator wants to establish a long-term arrangement for the sale of receivables (such as loans, credit card debts, or other payment obligations) to a purchaser. The Forward Flow Agreement, governed by Hong Kong law, provides certainty of process and price for both parties, setting out clear eligibility criteria for the receivables, transfer mechanics, and pricing methodology. It includes necessary provisions to comply with Hong Kong regulatory requirements, including those related to consumer protection, data privacy, and financial services regulations. The agreement is typically used in situations where there is a recurring need to transfer receivables, rather than for one-off portfolio sales.

1. Parties: Identification of seller and purchaser, including registration details

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

3. Definitions and Interpretation: Defined terms, interpretation rules, and construction principles

4. Sale and Purchase Structure: Framework for the forward flow arrangement, including commitment periods and purchase obligations

5. Eligibility Criteria: Criteria that receivables must meet to be eligible for purchase

6. Purchase Price and Payment: Pricing mechanism, payment terms, and calculations

7. Transfer Mechanics: Procedures for offering and accepting receivables, transfer documentation

8. Representations and Warranties: Standard and transaction-specific representations from both parties

9. Undertakings: Ongoing obligations of both parties during the agreement term

10. Servicing Arrangements: Responsibilities for servicing the receivables post-transfer

11. Information and Reporting: Regular reporting requirements and information sharing obligations

12. Events of Default: Circumstances constituting default and consequences

13. Termination: Termination events, procedures, and consequences

14. Confidentiality: Protection of confidential information and data protection compliance

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