Forward Flow Agreement Template for Singapore

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Key Requirements PROMPT example:

Forward Flow Agreement

"Need a Forward Flow Agreement for a fintech company to purchase consumer loan receivables from a local bank in Singapore, with monthly transfers starting from March 2025 and a maximum portfolio value of SGD 50 million."

Document background
Forward Flow Agreements are crucial instruments in Singapore's financial markets, used when parties wish to establish a continuing relationship for the sale and purchase of receivables or assets. These agreements are particularly relevant in the context of Singapore's sophisticated financial services sector, providing a structured approach to ongoing asset transfers. A Forward Flow Agreement typically includes detailed provisions on asset eligibility, pricing mechanisms, representations and warranties, and operational procedures, all compliant with Singapore's regulatory framework. This type of agreement is commonly used in securitization, debt purchasing, and various financing arrangements where regular transfers of assets are contemplated.
Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement, including regulatory framework

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the forward flow arrangement

5. Eligibility Criteria: Specified criteria for receivables/assets to be included

6. Purchase Price: Pricing mechanism and payment terms

7. Representations and Warranties: Standard and specific warranties regarding the assets

8. Transfer Mechanics: Process for transferring assets

9. Servicing Arrangements: Terms regarding the servicing of the transferred assets

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

11. Governing Law and Jurisdiction: Laws of Singapore and jurisdiction for disputes

Optional Sections

1. Data Protection: Compliance with PDPA and data protection requirements when personal data is involved

2. Regulatory Compliance: Specific provisions for compliance with MAS regulations and other applicable laws

3. Cross-Border Provisions: Additional requirements for international transfers and compliance with foreign laws

4. Security Arrangements: Additional security or collateral requirements if applicable

5. Anti-Money Laundering: Specific AML provisions when dealing with regulated entities or cross-border transfers

Suggested Schedules

1. Eligibility Criteria Schedule: Detailed criteria for acceptable receivables/assets

2. Form of Transfer Notice: Standard form for initiating transfers

3. Pricing Schedule: Detailed pricing methodology and calculations

4. Due Diligence Requirements: Required documentation and verification processes

5. Service Standards: Performance metrics and requirements for servicing

6. Form of Power of Attorney: Standard form of power of attorney for asset transfers

7. Regulatory Compliance Checklist: List of regulatory requirements and compliance steps

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
Industries

Contracts Act (Cap. 53): Primary legislation governing contract formation, validity, and enforcement in Singapore. Essential for ensuring the forward flow agreement meets basic contractual requirements.

Sale of Goods Act (Cap. 393): Regulates the sale of goods and may be relevant if the forward flow agreement involves the transfer of tangible assets.

Civil Law Act (Cap. 43): Contains provisions affecting civil law matters and contractual relationships in Singapore.

Securities and Futures Act (Cap. 289): Regulates securities, derivatives, and other financial products. Relevant if the forward flow agreement involves financial instruments.

Banking Act (Cap. 19): Governs banking institutions and their activities in Singapore. Important if the agreement involves banking services or institutions.

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore that may affect financial aspects of the forward flow agreement.

Financial Advisers Act (Cap. 110): Regulates financial advisory services and may be relevant if the agreement involves financial advice or products.

Moneylenders Act (Cap. 188): Relevant if the forward flow agreement involves debt receivables or moneylending activities.

Credit Bureau Act 2016: Governs credit reporting and may be relevant for agreements involving credit information or debt trading.

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data. Critical for agreements involving customer information.

MAS Notice 626: Anti-money laundering and counter-terrorism financing requirements for banks operating in Singapore.

Companies Act (Cap. 50): Primary legislation governing company operations in Singapore. Relevant for corporate aspects of the agreement.

Insolvency, Restructuring and Dissolution Act 2018: Important for understanding insolvency implications and creditor rights in the agreement.

Competition Act (Cap. 50B): Ensures the agreement complies with competition law and doesn't create anti-competitive effects.

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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