Account Receivable Purchase Agreement Template for Philippines

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Key Requirements PROMPT example:

Account Receivable Purchase Agreement

"I need an Account Receivable Purchase Agreement for a manufacturing company selling its receivables to a bank, with a facility limit of PHP 50 million and monthly purchases, including specific provisions for export receivables and foreign currency collections."

Document background
The Account Receivable Purchase Agreement is a crucial financial instrument used in the Philippines when businesses seek to improve their working capital position by selling their accounts receivable to financial institutions or factoring companies. The document, governed by Philippine law including the Civil Code and relevant Central Bank regulations, enables companies to receive immediate cash against their future receivables. It's particularly valuable for businesses with significant credit sales and lengthy payment terms, providing them with liquidity while transferring collection risk to the purchaser. The agreement needs to carefully address true sale requirements, perfection of transfer, and compliance with local financial regulations to ensure enforceability and protection of both parties' interests.
Suggested Sections

1. Parties: Identifies the seller and purchaser of the receivables, including their complete legal names, registration details, and addresses

2. Background: Explains the context of the agreement, including the seller's business, nature of receivables, and purpose of the purchase arrangement

3. Definitions: Defines key terms used throughout the agreement, including 'Receivables', 'Purchase Price', 'Cut-off Date', etc.

4. Purchase and Sale: Details the core transaction structure, including the assignment of receivables and the true sale nature of the transaction

5. Purchase Price and Payment Terms: Specifies the calculation of purchase price, payment mechanics, and any adjustments or deductions

6. Eligibility Criteria: Sets out the criteria that receivables must meet to be eligible for purchase under the agreement

7. Representations and Warranties: Contains seller's representations regarding their authority, receivables quality, and compliance with laws

8. Covenants: Outlines ongoing obligations of the seller, including information provision and maintaining business practices

9. Servicing Arrangements: Details the collection and administration of receivables post-purchase

10. Events of Default: Lists circumstances constituting default and their consequences

11. Termination: Specifies how and when the agreement can be terminated and the consequences of termination

12. Governing Law and Jurisdiction: Establishes Philippine law as governing law and specifies jurisdiction for disputes

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

Optional Sections

1. Security Arrangements: Include when additional security or collateral is required for the transaction

2. Credit Enhancement: Include when there are guarantees, overcollateralization, or other credit enhancement features

3. Electronic Records and Signatures: Include when the parties will use electronic documentation or digital signatures

4. Data Protection: Include when personal data processing is involved in the receivables

5. Anti-Money Laundering Compliance: Include for high-value transactions or when required by regulatory requirements

6. Trust Arrangements: Include when collections are to be held in trust before transfer

7. Currency and Exchange Rate Provisions: Include when the receivables or payments involve foreign currency

Suggested Schedules

1. Schedule 1 - Initial Receivables Portfolio: Detailed list of receivables being purchased at closing, including relevant details such as face value, maturity, and obligor information

2. Schedule 2 - Eligibility Criteria Details: Comprehensive list of criteria for receivables eligibility, including specific thresholds and requirements

3. Schedule 3 - Form of Purchase Notice: Template for notices relating to subsequent purchases of receivables

4. Schedule 4 - Operational Procedures: Detailed procedures for day-to-day operations, including submissions, reporting, and collections

5. Schedule 5 - Purchase Price Calculation: Detailed methodology for calculating purchase price, including any applicable discounts or adjustments

6. Schedule 6 - Form of Servicing Report: Template for periodic servicing reports on collections and portfolio performance

7. Appendix A - Required Documents: List of documents required for each receivable purchase

8. Appendix B - Contact Details: Contact information for key personnel and authorized signatories of both parties

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

Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Manufacturing

Retail and Consumer Goods

Healthcare

Construction

Technology and Communications

Energy and Utilities

Transportation and Logistics

Professional Services

Agriculture and Food Processing

Relevant Teams

Legal

Finance

Treasury

Credit and Collections

Operations

Risk Management

Compliance

Business Development

Commercial

Accounts Receivable

Internal Audit

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Credit Manager

Accounts Receivable Manager

Legal Counsel

Compliance Officer

Risk Manager

Operations Manager

Collections Manager

Financial Controller

Business Development Manager

Commercial Director

Contract Administrator

Credit Analyst

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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