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The Receivables Purchase Agreement is a crucial document used in trade finance and working capital management, enabling companies to monetize their accounts receivable. Under Swiss law, this agreement facilitates the true sale of receivables while ensuring compliance with local regulatory requirements, particularly the Swiss Code of Obligations. It is commonly used in factoring arrangements, supply chain finance programs, and securitization transactions. The agreement comprehensively addresses key aspects including purchase price calculation, eligibility criteria for receivables, servicing arrangements, and rights and obligations of all parties involved. It incorporates necessary provisions for the valid transfer of receivables under Swiss law, including requirements for assignment and notification of debtors where required.

1. Parties: Identification of the Seller and Purchaser with full legal entity details

2. Background: Context of the agreement, relationship between parties, and purpose of the receivables purchase arrangement

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

4. Sale and Purchase: Core provisions establishing the sale and purchase of receivables, including true sale provisions

5. Purchase Price and Payment: Calculation and payment mechanics for the receivables purchase, including any pricing formulae

6. Eligibility Criteria: Criteria that receivables must meet to be eligible for purchase

7. Representations and Warranties: Representations and warranties from both parties, particularly seller's warranties about the receivables

8. Perfection and Notice Requirements: Requirements for perfecting the sale and notifying debtors

9. Servicing and Collections: Provisions regarding collection of receivables and servicing arrangements

10. Covenants: Ongoing obligations of the parties, particularly seller's obligations regarding receivables

11. Events of Default: Circumstances constituting default and consequences

12. Indemnification: Indemnification obligations between the parties

13. Confidentiality: Provisions regarding confidential information and its protection

14. Data Protection: Compliance with Swiss data protection laws regarding customer information

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

16. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions

17. Miscellaneous: Standard boilerplate provisions including notices, amendments, etc.