Receivables Transfer Agreement Template for Indonesia

The Receivables Transfer Agreement is a crucial document used when a business wishes to sell or assign its accounts receivable to another party, typically for immediate financing or debt collection purposes. This agreement is particularly relevant in the Indonesian market where businesses often seek to improve their working capital position through receivables financing. The document must comply with Indonesian Civil Code requirements, particularly Articles 613-633 regarding assignment of receivables, and relevant financial regulations including Bank Indonesia and OJK regulations. It details the specific receivables being transferred, purchase price mechanisms, representations about the validity of the receivables, and procedures for perfecting the transfer under Indonesian law. The agreement is commonly used in factoring arrangements, trade finance, and securitization transactions, providing legal certainty for both transferor and transferee while ensuring compliance with local regulatory requirements.

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

2. Background: Context of the transfer, relationship between parties, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Receivables', 'Transfer Date', 'Outstanding Amount', etc.

4. Transfer and Assignment: Core provisions detailing the transfer of receivables, including the legal mechanism of transfer under Indonesian law

5. Purchase Price and Payment: Terms of payment, including calculation method, payment mechanism, and timing

6. Conditions Precedent: Conditions that must be satisfied before the transfer becomes effective

7. Representations and Warranties: Standard and specific representations regarding the receivables, authority to transfer, and absence of encumbrances

8. Perfection Requirements: Steps required to perfect the transfer under Indonesian law, including notification requirements

9. Transferor's Obligations: Ongoing obligations of the transferor, including delivery of documents and cooperation requirements

10. Collections and Payments: Mechanism for collecting and transferring payments received on the receivables

11. Tax Provisions: Allocation of tax liabilities and responsibilities related to the transfer

12. Confidentiality: Obligations regarding confidential information and permitted disclosures

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

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