Forward Flow Agreement for Nigeria

Forward Flow Agreement Template for Nigeria

A comprehensive agreement governed by Nigerian law that establishes a framework for the ongoing purchase of receivables or debt portfolios from a seller to a buyer. The document outlines the structure for regular transfers of receivables, including eligibility criteria, pricing mechanisms, and compliance requirements under Nigerian banking and financial services regulations. It incorporates necessary provisions for data protection under the Nigeria Data Protection Regulation (NDPR), anti-money laundering compliance, and where applicable, consumer protection measures. The agreement includes detailed operational procedures and reporting requirements specific to the Nigerian market.

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What is a Forward Flow Agreement?

The Forward Flow Agreement is utilized when establishing a continuous arrangement for the purchase of receivables or debt portfolios in Nigeria. It is particularly relevant for financial institutions, debt purchasers, and businesses seeking to regularly trade receivables. The agreement provides a comprehensive framework covering eligibility criteria, pricing mechanisms, transfer procedures, and compliance with Nigerian banking regulations, including the Banks and Other Financial Institutions Act (BOFIA) and anti-money laundering requirements. It includes essential provisions for data protection under NDPR, operational procedures, and reporting requirements. This document type is crucial for organizations looking to establish long-term debt trading relationships while ensuring regulatory compliance in the Nigerian market.

What sections should be included in a Forward Flow Agreement?

1. Parties: Identification of the seller and buyer entities, including registration details and addresses

2. Background: Context of the agreement, nature of the receivables, and purpose of the forward flow arrangement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules

4. Sale and Purchase Structure: Framework for the recurring sale and purchase of receivables, including frequency and mechanism

5. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for purchase

6. Purchase Price and Payment: Pricing mechanism, payment terms, and calculation methods

7. Transfer and Assignment: Legal mechanism for transferring receivables and associated rights

8. Representations and Warranties: Standard and specific warranties regarding the receivables and parties' capacity

9. Seller's Ongoing Obligations: Continuing obligations of the seller regarding the receivables and information provision

10. Buyer's Obligations: Ongoing obligations of the buyer, including regulatory compliance

11. Data Protection and Confidentiality: Compliance with NDPR and confidentiality obligations

12. Anti-Money Laundering Compliance: AML obligations and compliance requirements

13. Term and Termination: Duration of agreement and termination provisions

14. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions

15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

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

1. Consumer Protection Provisions: Required when the receivables involve consumer debts, ensuring compliance with consumer protection laws

2. Regulatory Approvals: Required when specific regulatory approvals are needed for the transfer of certain types of receivables

3. Servicing Arrangements: Required when the seller or a third party will continue to service the receivables post-sale

4. Third Party Rights: Required when there are third party rights or obligations that need to be addressed

5. Security Arrangements: Required when additional security or collateral is involved in the receivables

6. Step-in Rights: Required when the buyer needs rights to step into direct relationships with debtors

7. Transitional Services: Required when the seller needs to provide temporary services to facilitate the transfer

What schedules should be included in a Forward Flow Agreement?

1. Schedule 1 - Eligibility Criteria Details: Detailed list of criteria for acceptable receivables

2. Schedule 2 - Purchase Price Calculation: Detailed methodology for calculating purchase prices

3. Schedule 3 - Form of Transfer Notice: Template for the regular transfer notices

4. Schedule 4 - Due Diligence Requirements: Checklist of required due diligence items

5. Schedule 5 - Operational Procedures: Detailed procedures for the regular transfers and communications

6. Schedule 6 - Form of Data Protection Agreement: Template for data protection arrangements

7. Schedule 7 - Required Documents: List of documents required for each transfer

8. Schedule 8 - Reporting Requirements: Templates and requirements for ongoing reporting

9. Appendix A - Power of Attorney: Form of power of attorney if required for completing transfers

10. Appendix B - Compliance Certificates: Templates for regular compliance certification

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

Nigeria

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking

Financial Services

Debt Collection

Credit Management

Asset Management

Consumer Finance

Commercial Lending

Retail Banking

Insurance

Telecommunications

Utilities

Relevant Teams

Legal

Finance

Risk Management

Compliance

Operations

Treasury

Credit Management

Collections

Data Protection

Commercial

Business Development

Relevant Roles

Chief Financial Officer

Head of Legal

Commercial Director

Risk Manager

Compliance Officer

Data Protection Officer

Portfolio Manager

Credit Manager

Collections Manager

Treasury Manager

Legal Counsel

Financial Controller

Operations Director

Business Development Manager

Debt Purchase 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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