Receivables Transfer Agreement for the United States

Receivables Transfer Agreement Template for United States

A Receivables Transfer Agreement is a legal document used in the United States to facilitate the sale or transfer of accounts receivable from one party to another. It is governed primarily by the Uniform Commercial Code (UCC) and various federal and state laws. The agreement details the terms of transfer, purchase price, representations and warranties, and ongoing obligations of the parties. It's commonly used in factoring, securitization, and other financing arrangements.

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What is a Receivables Transfer Agreement?

The Receivables Transfer Agreement serves as a crucial document in commercial financing transactions, enabling businesses to monetize their accounts receivable. This agreement type is particularly relevant in the United States, where it must comply with UCC Article 9 and various federal regulations. It's commonly used when companies need to improve cash flow, reduce credit risk, or participate in securitization programs. The agreement typically includes detailed provisions about the transferred receivables, purchase price calculations, representations about the quality of the receivables, and ongoing servicing arrangements.

What sections should be included in a Receivables Transfer Agreement?

1. Parties: Identification of transferor and transferee, including full legal names and addresses

2. Background: Context of the transfer and existing commercial relationship between the parties

3. Definitions: Key terms including Receivables, Transfer Date, Purchase Price, Cut-off Date, and other relevant definitions

4. Transfer and Assignment: Core provisions regarding the absolute transfer and assignment of receivables, including timing and effectiveness

5. Purchase Price and Payment: Consideration, calculation methodology, payment mechanisms, and timing of payments

6. Representations and Warranties: Standard assurances regarding receivables, authority to transfer, and other key warranties

7. Covenants: Ongoing obligations of both parties, including notification requirements and documentation

8. Indemnification: Provisions for compensation in case of breach or third-party claims

9. Governing Law: Applicable law, jurisdiction, and dispute resolution mechanisms

What sections are optional to include in a Receivables Transfer Agreement?

1. True Sale Provisions: Additional provisions to ensure bankruptcy remoteness and true sale characterization, typically used in securitization transactions

2. Servicing Arrangements: Details of ongoing collection services and administration when transferor continues to service the receivables

3. Data Protection: Privacy and data security provisions for handling personal information of debtors

4. Further Assurance: Provisions requiring parties to take additional steps to perfect the transfer if needed

5. Anti-Money Laundering: Provisions relating to AML compliance and checks when required by applicable regulations

What schedules should be included in a Receivables Transfer Agreement?

1. Schedule of Receivables: Detailed list of transferred receivables including relevant details such as face value, maturity, and debtor information

2. Form of Transfer Notice: Template for notifying debtors of the transfer of receivables

3. Purchase Price Calculation: Detailed methodology for calculating the purchase price including any adjustments or deductions

4. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for transfer

5. Form of Assignment: Template document for executing the transfer of individual receivables or batches

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

United States

Publisher

Genie AI

Cost

Free to use
Industries

Uniform Commercial Code (UCC): Primary state law governing commercial transactions, particularly Article 9 (Secured Transactions), Article 2 (Sales), and Article 3 (Negotiable Instruments). Critical for establishing rights and obligations in receivables transfers.

Federal Assignment of Claims Act: Federal law governing the assignment of claims against the United States government, crucial if any receivables involve federal contracts.

Fair Debt Collection Practices Act (FDCPA): Federal law regulating debt collection practices, essential when dealing with consumer receivables and their collection.

Fair Credit Reporting Act (FCRA): Federal law governing the collection, dissemination, and use of consumer credit information, relevant for consumer receivables.

Truth in Lending Act (TILA): Federal law requiring disclosure of key terms and costs in consumer credit transactions, important for consumer receivables.

State-Specific Laws: Including state versions of UCC, usury laws, consumer protection laws, and licensing requirements for debt buyers/collectors specific to each state.

Securities Laws: Including Securities Act of 1933 and Securities Exchange Act of 1934, relevant if the receivables transfer involves securitization.

Bankruptcy Code: Federal law governing bankruptcy proceedings, particularly provisions regarding assignment of claims and true sale considerations.

Tax Laws: Internal Revenue Code provisions and state tax implications affecting the transfer of receivables and their tax treatment.

Privacy Laws: Including Gramm-Leach-Bliley Act and state privacy laws, governing the handling of personal and financial information.

Financial Industry Regulations: Including Bank Secrecy Act and Anti-Money Laundering regulations, crucial for financial institution compliance.

Industry-Specific Regulations: Specialized regulations such as HIPAA for medical receivables or government contracts regulations, depending on the nature of the receivables.

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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