Forward Flow Agreement for Indonesia

Forward Flow Agreement Template for Indonesia

A Forward Flow Agreement under Indonesian law is a specialized contract that establishes a framework for the recurring sale and purchase of receivables or debt portfolios. The agreement, governed by Indonesian civil law and financial services regulations, sets out the terms under which one party (typically a financial institution) agrees to sell, and another party agrees to purchase, future receivables meeting specified criteria. The document incorporates specific requirements of Indonesian banking regulations, OJK (Financial Services Authority) guidelines, and consumer protection laws, while establishing mechanisms for pricing, transfer procedures, and ongoing obligations of the parties.

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What is a Forward Flow Agreement?

The Forward Flow Agreement is utilized in the Indonesian financial services sector when parties wish to establish a long-term arrangement for the regular sale and purchase of receivables portfolios. This document is particularly relevant for financial institutions looking to manage their balance sheets through systematic sales of receivables, and for debt purchasers seeking to acquire portfolios on a recurring basis. The agreement must comply with Indonesian banking regulations, OJK requirements, and consumer protection laws, while addressing specific local requirements for debt transfer and data protection. It typically includes detailed eligibility criteria for the receivables, pricing mechanisms, transfer procedures, and compliance requirements specific to the Indonesian regulatory environment. The Forward Flow Agreement is especially important in the context of Indonesia's growing debt purchase market and the increasing sophistication of its financial services sector.

What sections should be included in a Forward Flow Agreement?

1. Parties: Identification of the Seller and Buyer, including their complete legal names, registration numbers, and addresses

2. Background: Context of the agreement, nature of the receivables, and the parties' intention to enter into a forward-flow arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including specific Indonesian legal and regulatory terms

4. Sale and Purchase Structure: Framework for the recurring sales, including frequency, notification requirements, and acceptance procedures

5. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for sale under the agreement

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

7. Transfer Process: Detailed procedures for the transfer of receivables, including documentation requirements and timing

8. Representations and Warranties: Standard and specific warranties regarding the receivables, compliance with Indonesian law, and authority to sell

9. Servicing Arrangements: Terms regarding the ongoing servicing of the receivables post-transfer

10. Regulatory Compliance: Specific provisions ensuring compliance with Indonesian banking, financial services, and consumer protection regulations

11. Confidentiality and Data Protection: Provisions regarding data protection and confidentiality in accordance with Indonesian law

12. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

13. Governing Law and Jurisdiction: Confirmation of Indonesian law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

What sections are optional to include in a Forward Flow Agreement?

1. Security Arrangements: Optional section for any security or guarantees required, particularly relevant if dealing with high-value receivables

2. Foreign Investment Provisions: Required when one party is a foreign entity, addressing compliance with Indonesian foreign investment regulations

3. Customer Communication: Optional section detailing procedures for communicating with customers about the transfer, particularly relevant for consumer receivables

4. Buy-Back Provisions: Optional section detailing circumstances under which the seller must repurchase receivables

5. Third-Party Servicer Provisions: Required when a third-party servicer is involved in managing the receivables

6. Currency Exchange Provisions: Required when the purchase price is in a different currency from the receivables

What schedules should be included in a Forward Flow Agreement?

1. Schedule 1 - Eligibility Criteria: Detailed list of criteria that receivables must meet to be eligible for sale

2. Schedule 2 - Form of Transfer Notice: Template for the notice of transfer for each batch of receivables

3. Schedule 3 - Pricing Schedule: Detailed pricing methodology and calculations

4. Schedule 4 - Operating Procedures: Detailed procedures for the operational aspects of the transfers

5. Schedule 5 - Required Documents: List of documents required for each transfer

6. Schedule 6 - Form of Data File: Template for the data file format for receivables information

7. Appendix A - Power of Attorney: Standard form of power of attorney for executing transfers under Indonesian law

8. Appendix B - Regulatory Compliance Checklist: Checklist ensuring compliance with relevant Indonesian regulations

9. Appendix C - Form of Transfer Certificate: Template for the legal document effecting each transfer under Indonesian law

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

Indonesia

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking

Financial Services

Debt Collection

Consumer Finance

Credit Card Services

Asset Management

Investment Management

Telecommunications

Utilities

Healthcare

Relevant Teams

Legal

Finance

Risk Management

Compliance

Operations

Treasury

Collections

Data Management

Portfolio Management

Credit Risk

Regulatory Affairs

Relevant Roles

Chief Financial Officer

Head of Collections

Legal Counsel

Compliance Officer

Risk Manager

Portfolio Manager

Treasury Manager

Credit Risk Officer

Operations Director

Data Protection Officer

Investment Manager

Debt Purchase Manager

Financial Controller

Business Development Director

Regulatory Affairs 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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