The Receivables Purchase Agreement is a critical document used in trade finance and working capital management in Saudi Arabia. It enables companies to monetize their accounts receivable by selling them to financial institutions or other purchasers. The agreement must be structured to comply with both Saudi Arabian commercial law and Sharia principles, particularly avoiding elements of riba (interest) and gharar (uncertainty). The document typically includes detailed provisions on the sale mechanism, purchase price calculations, representations about the validity of receivables, and compliance with local regulations. It's commonly used in various commercial contexts, from simple bilateral arrangements to complex structured finance transactions, and must account for Saudi Arabia's specific legal framework, including SAMA regulations and the Commercial Courts Law.

1. Parties: Identification of the Seller and Purchaser, including full legal names and registration details

2. Background: Context of the transaction, nature of the receivables, and purpose of the agreement

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

4. Sale and Purchase: Core provisions detailing the sale mechanism, purchase price calculation, and transfer of rights

5. Conditions Precedent: Prerequisites that must be satisfied before the agreement becomes effective

6. Payment Provisions: Terms relating to payment of purchase price, timing, and payment mechanics

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

8. Sharia Compliance: Specific provisions ensuring compliance with Islamic finance principles

9. Seller's Covenants: Ongoing obligations of the Seller regarding the receivables and operation of its business

10. Perfection Requirements: Steps required to perfect the transfer of receivables under Saudi law

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

12. Recourse and Remedies: Rights and remedies available to parties in case of default or breach

13. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability