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1. Parties: Identification of the Seller and Purchaser, including registration details
2. Background: Context of the transaction and brief description of the business relationship
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core provisions regarding the sale and assignment of receivables, purchase price, and completion mechanics
5. Eligibility Criteria: Criteria that receivables must meet to be eligible for purchase
6. Purchase Price and Payment: Calculation of purchase price, payment terms, and any adjustments
7. Representations and Warranties: Seller's representations regarding its capacity and the receivables
8. Perfection Requirements: Requirements for ensuring valid transfer of receivables, including notice requirements
9. Servicing and Collections: Arrangements for collecting receivables and managing customer relationships
10. Covenants: Ongoing obligations of the parties, particularly the Seller
11. Events of Default: Circumstances constituting default and consequences
12. Indemnification: Indemnity provisions protecting the Purchaser
13. Confidentiality: Protection of confidential information
14. Governing Law and Jurisdiction: Choice of Hong Kong law and jurisdiction provisions
15. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Security Arrangements: Required if additional security is being provided for the Seller's obligations
2. Credit Insurance: Needed if receivables are credit insured and insurance arrangements need to be regulated
3. Collection Account Arrangements: Required if specific trust or collection account mechanisms are being implemented
4. Data Protection: Required if personal data is involved in the receivables
5. Parent Company Guarantee: Needed if parent company support is required
6. True Sale Provisions: Enhanced provisions needed if true sale characterization is crucial
7. Electronic Platform: Required if an electronic platform is used for receivables submission and management
1. Form of Transfer Notice: Template notice for transferring receivables
2. Form of Debtor Notice: Template notice to be sent to debtors regarding the assignment
3. Eligibility Criteria Details: Detailed list of criteria for eligible receivables
4. Seller Information: Detailed information about the Seller and its business
5. Initial Receivables Portfolio: Details of receivables being purchased at closing
6. Operational Procedures: Detailed procedures for ongoing operation of the purchase facility
7. Form of Servicing Report: Template for periodic reporting on receivables performance
8. Purchase Price Calculations: Detailed methodology for calculating purchase price
9. Required Documents: List of documents required for each receivables purchase
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