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1. Parties: Identifies the factor (financial institution) and the client (business selling its receivables)
2. Background: Sets out the context of the agreement, describing the client's business and desire to factor receivables
3. Definitions: Defines key terms used throughout the agreement including 'Receivables', 'Eligible Debts', 'Purchase Price', 'Advance Rate', etc.
4. Sale and Purchase of Receivables: Core terms governing the sale and assignment of receivables from client to factor
5. Purchase Price and Payment Terms: Details the calculation of purchase price, advance rate, and payment mechanics
6. Representations and Warranties: Client's warranties regarding the validity and enforceability of receivables
7. Covenants: Ongoing obligations of the client regarding business operation and receivables management
8. Collection and Management of Receivables: Procedures for collection of receivables and management of debtor relationships
9. Fees and Charges: Details of factoring fees, discount charges, and other applicable fees
10. Events of Default: Circumstances constituting default and consequences thereof
11. Termination: Provisions for termination of the agreement and post-termination procedures
12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
1. Recourse Provisions: Used in recourse factoring arrangements where the client retains the credit risk of defaulting debtors
2. Credit Insurance: Required when the arrangement includes credit insurance coverage
3. Security Arrangements: Included when additional security is required from the client
4. Debtor Concentration Limits: Used when there's a need to limit exposure to individual debtors
5. International Trade Provisions: Required for cross-border factoring arrangements
6. Confidentiality: Detailed confidentiality provisions when dealing with sensitive commercial information
7. Electronic Trading Platform: When the factoring services are provided through an electronic platform
1. Schedule of Fees and Charges: Detailed breakdown of all applicable fees, charges, and calculation methods
2. Eligibility Criteria: Specific criteria for receivables to be eligible for factoring
3. Operational Procedures: Detailed procedures for submission of receivables, notifications, and collections
4. Form of Notice to Debtors: Standard form for notifying debtors of the assignment of receivables
5. Excluded Debtors: List of debtors whose receivables are excluded from the factoring arrangement
6. Required Documents: List of documents required for verification of receivables
7. Form of Assignment: Standard form for assignment of individual receivables
Assignment
Business Day
Client
Collection Period
Commencement Date
Confidential Information
Debtor
Default Interest Rate
Dilution
Discount Charge
Eligible Receivable
Event of Default
Factor
Factoring Fee
Factoring Limit
Financing Percentage
Ineligible Receivable
Invoice
Material Adverse Change
Notification
Purchase Price
Receivables
Recourse
Reserve Account
Security Interest
Services
Settlement Date
Term
Territory
Transaction Documents
Verification
Sale and Purchase
Assignment
Purchase Price
Payment Terms
Fees and Charges
Representations and Warranties
Covenants
Security
Collection Rights
Recourse
Reserve Account
Eligibility Criteria
Credit Risk
Operational Procedures
Information Rights
Confidentiality
Data Protection
Anti-Money Laundering
Events of Default
Remedies
Termination
Force Majeure
Indemnification
Assignment and Transfer
Notices
Amendments
Governing Law
Dispute Resolution
Severability
Entire Agreement
Manufacturing
Wholesale Trade
Retail
Construction
Transportation and Logistics
Textiles
Agriculture
Technology
Healthcare
Professional Services
Export/Import
Finance
Legal
Treasury
Credit
Operations
Risk Management
Compliance
Commercial
Accounts Receivable
Business Development
Chief Financial Officer
Finance Director
Treasury Manager
Credit Manager
Accounts Receivable Manager
Commercial Director
Legal Counsel
Risk Manager
Operations Manager
Financial Controller
Business Development Manager
Compliance Officer
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