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The Debt Factoring Agreement is a crucial financial instrument used when businesses seek to improve their working capital position by selling their accounts receivable to a specialized financial institution. This agreement, governed by Swiss law, provides a comprehensive framework for the factoring relationship, detailing everything from the assignment mechanism to operational procedures. It is particularly valuable for businesses requiring immediate cash flow, while offering factors a secure method of financing. The document addresses key aspects including purchase price calculations, eligibility criteria for receivables, collection procedures, and risk allocation. Swiss law provides a robust legal framework for such arrangements, particularly through the Code of Obligations and financial market regulations, making this agreement suitable for both domestic and cross-border factoring transactions.

1. Parties: Identification of the Factor and the Client (Supplier), including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the factoring arrangement

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

4. Assignment of Receivables: Core provisions regarding the assignment of receivables, including mechanism and timing of assignments

5. Purchase Price and Payment Terms: Calculation of purchase price, advance rate, reserves, and payment mechanisms

6. Eligibility Criteria: Criteria for receivables to qualify for factoring, including any exclusions

7. Representations and Warranties: Representations and warranties from the Client regarding their business and the receivables

8. Client Undertakings: Ongoing obligations of the Client including operational, financial, and reporting requirements

9. Collection and Servicing: Procedures for collection of receivables and servicing arrangements

10. Fees and Charges: All fees payable to the Factor including factoring fees, administration fees and other charges

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

12. Termination: Terms and procedures for termination of the agreement

13. Confidentiality: Obligations regarding confidential information

14. Notices: Process and requirements for formal communications between parties

15. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes