Receivables Transfer Agreement Template for India

A comprehensive legal agreement governed by Indian law that facilitates the transfer of accounts receivable from one party (the transferor) to another (the transferee). The agreement is structured within the framework of the Indian Transfer of Property Act, 1882, and related legislation, incorporating necessary provisions for valid assignment of receivables, notice requirements, representations and warranties, and enforcement mechanisms. It addresses key aspects such as purchase price determination, payment terms, servicing arrangements, and regulatory compliance requirements specific to the Indian context.

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What is a Receivables Transfer Agreement?

The Receivables Transfer Agreement serves as a crucial instrument in Indian commercial transactions, enabling businesses to monetize their accounts receivable and improve working capital efficiency. This document is commonly used in factoring, securitization, and trade finance transactions, structured in compliance with Indian legislation including the Transfer of Property Act, 1882, the Factoring Regulation Act, 2011, and other relevant regulations. It becomes particularly relevant when companies seek to improve their working capital position, reduce credit risk, or access alternative financing sources. The agreement typically includes detailed provisions regarding the identification and transfer of receivables, purchase price mechanisms, representations about the quality of receivables, servicing arrangements, and enforcement rights, all tailored to meet Indian legal and regulatory requirements.

What sections should be included in a Receivables Transfer Agreement?

1. Parties: Identification of the Transferor and Transferee with complete legal details

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Transfer and Assignment: Core provisions regarding the transfer of receivables, including the nature and scope of transfer

5. Purchase Price and Payment Terms: Details of consideration, payment mechanism, and timing

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

7. Representations and Warranties: Statements of fact and assurances from both parties, particularly regarding the receivables

8. Covenants: Ongoing obligations of both parties throughout the agreement term

9. Notice Requirements: Requirements for notifying debtors and other relevant parties about the transfer

10. Events of Default: Circumstances constituting default and consequences thereof

11. Indemnification: Provisions for compensation in case of breach or misrepresentation

12. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction over disputes

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

What sections are optional to include in a Receivables Transfer Agreement?

1. Servicing Arrangements: Required when the transferor continues to service the receivables post-transfer

2. Credit Enhancement: Needed when additional security or guarantee is provided

3. Regulatory Compliance: Specific section for regulated industries or cross-border transfers

4. True Sale Provisions: Detailed provisions to establish true sale character when required for accounting or regulatory purposes

5. Recourse Provisions: When transfer includes full or limited recourse to the transferor

6. Future Receivables: Required for ongoing or recurring transfers of receivables

7. Collection Account Mechanics: When specific collection account arrangements are needed

8. Tax Provisions: Detailed tax provisions when complex tax implications are involved

9. Foreign Exchange Provisions: Required for cross-border transfers involving foreign currency

What schedules should be included in a Receivables Transfer Agreement?

1. Schedule 1 - List of Receivables: Detailed list of receivables being transferred including relevant details like invoice numbers, amounts, due dates

2. Schedule 2 - Eligibility Criteria: Criteria that receivables must meet to be eligible for transfer

3. Schedule 3 - Forms of Notices: Standard forms of notices to be sent to debtors and other parties

4. Schedule 4 - Transfer Documents: List and copies of all documents required to effect the transfer

5. Schedule 5 - Power of Attorney: Format of power of attorney if required for collection or enforcement

6. Schedule 6 - Conditions Precedent Documents: List of documents required as conditions precedent

7. Appendix A - Calculation of Purchase Price: Methodology and formulae for calculating the purchase price

8. Appendix B - Operating Procedures: Detailed procedures for ongoing operations, especially if servicing is involved

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

Jurisdiction

India

Publisher

Genie AI

Document Type

Transfer Agreement

Cost

Free to use

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