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Master Factoring Agreement
"I need a Master Factoring Agreement for a manufacturing company based in Ontario, with specific provisions for cross-border receivables from US customers and credit insurance requirements, to be implemented by March 2025."
1. Parties: Identification of the factor and the client (seller)
2. Background: Context of the agreement, business relationship, and general purpose
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Purchase and Sale of Receivables: Core provisions regarding the assignment and purchase of receivables
5. Purchase Price and Payment Terms: Calculation of purchase price, reserves, factoring fees, and payment mechanisms
6. Eligibility Criteria: Requirements for receivables to qualify for purchase
7. Representations and Warranties: Client's representations regarding business, receivables, and compliance
8. Covenants: Ongoing obligations of the client throughout the agreement term
9. Security Interest: Grant of security interest in receivables and related rights
10. Collection and Application of Receivables: Process for collecting and applying payments from account debtors
11. Events of Default: Circumstances constituting default and consequences
12. Remedies: Factor's rights and remedies upon default
13. Term and Termination: Duration of agreement and termination provisions
14. Indemnification: Client's obligations to indemnify factor
15. Confidentiality: Protection of confidential information
16. Notices: Requirements for formal communications between parties
17. Governing Law and Jurisdiction: Applicable law and jurisdiction for disputes
18. General Provisions: Standard boilerplate provisions including assignment, amendments, and severability
1. Recourse Provisions: Include when the agreement is with recourse, specifying conditions for recourse against the client
2. Credit Insurance: Include when credit insurance is required or provided
3. Foreign Currency Provisions: Include for cross-border factoring or multiple currency transactions
4. Electronic Trading Platform: Include when using electronic systems for receivables submission and trading
5. Guarantee: Include when personal or corporate guarantees are required
6. Special Debtor Terms: Include when specific terms apply to certain account debtors
7. Supply Chain Finance Provisions: Include when factoring is part of a supply chain finance program
8. Data Protection: Include detailed privacy provisions when handling personal data
9. Anti-Money Laundering Compliance: Include detailed AML provisions for high-risk industries or jurisdictions
1. Schedule A - Eligibility Criteria: Detailed criteria for acceptable receivables
2. Schedule B - Fee Schedule: Detailed breakdown of all fees, charges, and calculations
3. Schedule C - Approved Account Debtors: List of pre-approved account debtors and their credit limits
4. Schedule D - Operational Procedures: Detailed procedures for submission, verification, and funding of receivables
5. Schedule E - Required Documents: List of documents required for receivables verification
6. Schedule F - Form of Notice of Assignment: Template for notifying account debtors of the assignment
7. Schedule G - Reporting Requirements: Forms and templates for required periodic reports
8. Appendix 1 - PPSA Financing Statement: Form of PPSA financing statement
9. Appendix 2 - Client Information Form: KYC and business information form
10. Appendix 3 - Authorized Signatories: List of authorized representatives and specimen signatures
Authors
Manufacturing
Wholesale Trade
Retail
Construction
Transportation and Logistics
Professional Services
Technology
Healthcare
Agriculture
Energy
Textile and Apparel
Food and Beverage
Industrial Equipment
Automotive
Finance
Legal
Treasury
Credit and Risk
Operations
Accounts Receivable
Compliance
Business Development
Commercial
Senior Management
Chief Financial Officer
Finance Director
Treasury Manager
Credit Manager
Accounts Receivable Manager
Commercial Director
Legal Counsel
Risk Manager
Operations Manager
Controller
Working Capital Manager
Relationship Manager
Credit Analyst
Compliance Officer
Business Development Manager
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