1. Parties: Identification of the Factor and the Client (Assignor), including full legal names, registration details, and addresses
2. Background: Context of the agreement, nature of the Client's business and receivables, and general purpose of the factoring arrangement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Assignment and Purchase of Receivables: Core provisions regarding the assignment mechanism, including compliance with Swiss law requirements for valid assignments
5. Purchase Price and Payment Terms: Calculation of purchase price, advance rate, reserves, factoring fees, and payment mechanisms
6. Eligibility Criteria: Criteria for receivables to qualify for purchase, including age, nature, and quality requirements
7. Representations and Warranties: Client's representations regarding business, receivables, and compliance with laws
8. Covenants: Ongoing obligations of the Client regarding operation of business, maintenance of records, and cooperation
9. Operational Procedures: Procedures for offering receivables, delivery of documents, and communication requirements
10. Collections and Payment Processing: Management of collections, establishment of collection accounts, and payment processing procedures
11. Events of Default: Circumstances constituting default and consequences thereof
12. Remedies: Factor's rights and remedies upon default or breach
13. Term and Termination: Duration of agreement, termination events, and post-termination procedures
14. Confidentiality: Protection of confidential information and trade secrets
15. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment restrictions
