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Master Factoring Agreement
"I need a Master Factoring Agreement under Philippine law for a manufacturing company that will be selling its receivables to multiple factors, with special provisions for cross-border transactions and electronic processing of documents, to be implemented by March 2025."
1. Parties: Identification of the Factor and the Client (Seller) with their complete legal details
2. Background: Context of the agreement, business relationship, and purpose of the factoring arrangement
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Sale and Purchase of Receivables: Core provisions governing the transfer of receivables, including pricing and payment terms
5. Eligibility Criteria: Specific requirements for receivables to be eligible for factoring
6. Representations and Warranties: Client's representations regarding their business and the receivables
7. Client Undertakings: Ongoing obligations of the Client throughout the agreement term
8. Operating Procedures: Day-to-day procedures for offering and accepting receivables
9. Fees and Charges: Detailed breakdown of all fees, charges, and calculation methods
10. Collection and Payment Procedures: Processes for collecting receivables and remitting payments
11. Events of Default: Circumstances constituting default and consequences
12. Remedies: Factor's rights and remedies upon default or breach
13. Term and Termination: Duration of agreement and termination provisions
14. Confidentiality: Protection of confidential information and trade secrets
15. Notices: Communication procedures between parties
16. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
17. General Provisions: Standard boilerplate clauses including assignment, amendments, and severability
1. Credit Insurance: Include when the factoring arrangement involves credit insurance coverage
2. Electronic Processing: Include when parties agree to use electronic platforms for receivables management
3. International Transactions: Include for cross-border factoring arrangements
4. Reserve Account: Include when a reserve account mechanism is part of the arrangement
5. Bulk Factoring Provisions: Include when allowing for bulk assignment of receivables
6. Debtor Credit Limits: Include when the factor provides debtor credit limit services
7. Collection Agency Arrangements: Include when third-party collection agencies may be involved
8. Recourse Provisions: Include detailed recourse provisions when offering recourse factoring
1. Schedule 1 - Pricing Schedule: Detailed fee structure, discount rates, and pricing mechanisms
2. Schedule 2 - Eligibility Criteria: Detailed criteria for acceptable receivables
3. Schedule 3 - Operating Procedures Manual: Detailed procedures for day-to-day operations
4. Schedule 4 - Form of Offer Notice: Template for offering receivables to the factor
5. Schedule 5 - Form of Acceptance Notice: Template for factor's acceptance of receivables
6. Schedule 6 - Approved Debtors List: List of pre-approved debtors and their credit limits
7. Schedule 7 - Required Documents: List of documents required for each factoring transaction
8. Schedule 8 - Client and Debtor Notification Forms: Standard forms for notifying debtors of the factoring arrangement
9. Appendix A - Compliance Requirements: Detailed AML and regulatory compliance requirements
10. Appendix B - Electronic Processing Procedures: Technical specifications for electronic submission and processing
Authors
Account
Advance Rate
Applicable Law
Approved Debtor
Assignment
Available Funds
Business Day
BSP
Charge
Client
Collection Period
Commencement Date
Commercial Contract
Concentration Limit
Confidential Information
Credit Insurance Policy
Credit Limit
Credit Note
Debtor
Debtor Notification
Deed of Assignment
Default Interest
Delivered Receivable
Dilution
Discount Charge
Dispute
Due Date
Eligible Receivable
Event of Default
Factor
Factoring Documents
Factoring Facility
Factoring Fee
Financial Indebtedness
Financial Statements
Force Majeure Event
Funding Date
Guarantee
Indebtedness
Insolvency Event
Invoice
Material Adverse Effect
Maximum Facility Amount
Notice of Assignment
Notification
Offer Notice
Outstanding Amount
Payment Date
Philippine Peso
Purchase Price
Purchased Receivable
Recourse
Related Rights
Reserve Account
Reserve Percentage
Retrospective Rebate
Sales Ledger
Security
Security Documents
Service Fee
Settlement Date
Termination Event
Transaction Documents
Trust Receipt
Unutilized Facility Fee
Verification
Definitions
Sale and Purchase
Assignment
Eligibility Criteria
Purchase Price
Payment Terms
Reserve Account
Fees and Charges
Representations and Warranties
Covenants
Security
Collection Rights
Recourse
Operating Procedures
Information Requirements
Credit Insurance
Electronic Processing
Confidentiality
Data Protection
Anti-Money Laundering
Events of Default
Termination
Force Majeure
Indemnification
Set-off
Assignment and Transfer
Amendments
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Counterparts
Third Party Rights
Waiver
Further Assurance
Time of Essence
Sanctions Compliance
Regulatory Compliance
Manufacturing
Wholesale Trade
Retail
Construction
Transportation and Logistics
Technology and Software
Healthcare
Professional Services
Telecommunications
Textiles and Apparel
Food and Beverage
Agriculture
Export-Import
Industrial Services
Legal
Finance
Treasury
Credit and Collections
Risk Management
Compliance
Operations
Commercial
Business Development
Accounts Receivable
Internal Audit
Chief Financial Officer
Finance Director
Treasury Manager
Credit Manager
Accounts Receivable Manager
Financial Controller
Risk Manager
Legal Counsel
Compliance Officer
Operations Manager
Commercial Director
Business Development Manager
Contract Manager
Collection Manager
Credit Analysis Manager
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