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Factoring Receivables Agreement Template for England and Wales

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Key Requirements PROMPT example:

Factoring Receivables Agreement

"Need a Factoring Receivables Agreement for our manufacturing business to sell outstanding invoices (approximately £2M worth) to ABC Finance Ltd, with recourse provisions and specific provisions for cross-border receivables from EU customers."

Document background
The Factoring Receivables Agreement is designed for businesses seeking to improve their working capital position by converting unpaid invoices into immediate cash. This contract type, governed by English and Welsh law, establishes a continuing relationship where a business can sell its receivables to a financial institution, typically at a discount to face value. The agreement covers crucial aspects such as eligibility criteria for receivables, purchase price mechanisms, collection procedures, and risk allocation between parties. It's particularly valuable for growing businesses or those operating in sectors with extended payment terms, providing both funding and potentially administrative support in managing receivables.
Suggested Sections

1. Parties: Identification of the Factor and the Client (seller of receivables)

2. Background: Context of the agreement and basic commercial understanding

3. Definitions and Interpretation: Key terms including Receivables, Eligible Receivables, Purchase Price, etc.

4. Sale and Purchase of Receivables: Core provisions regarding the assignment of receivables

5. Purchase Price and Payment Terms: Calculation method and timing of payments

6. Representations and Warranties: Client's warranties regarding receivables and business

7. Covenants: Ongoing obligations of the Client

8. Collection and Administration: Process for collecting receivables

9. Events of Default: Circumstances constituting default and consequences

10. Termination: Terms for ending the agreement

Optional Sections

1. Security Provisions: Additional security arrangements when security is required beyond assignment

2. Credit Insurance: Provisions regarding insurance of receivables when receivables are insured

3. Cross-Border Provisions: Specific provisions for international receivables when dealing with international debtors

4. Confidentiality: Detailed confidentiality obligations when standard confidentiality provisions are insufficient

Suggested Schedules

1. Eligibility Criteria: Detailed criteria for acceptable receivables

2. Form of Notice to Debtors: Template notice informing debtors of the assignment

3. Operating Procedures: Detailed procedures for day-to-day operations

4. Pricing Schedule: Detailed fee structure and calculations

5. Form of Offer: Template for offering receivables for purchase

6. Excluded Debtors: List of debtors whose receivables are not eligible

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Law of Property Act 1925: Primary legislation governing the assignment of receivables and notice requirements in England and Wales

Contracts (Rights of Third Parties) Act 1999: Legislation concerning the rights of third parties in relation to assigned receivables

Financial Services and Markets Act 2000: Regulatory framework applicable when the factor is providing regulated financial services

Consumer Credit Act 1974: Legislation relevant when underlying receivables involve consumer contracts

Business Contract Terms (Assignment of Receivables) Regulations 2018: Secondary legislation addressing restrictions on assignment prohibition clauses

Late Payment of Commercial Debts (Interest) Act 1998: Legislation governing interest calculations on commercial debts

Insolvency Act 1986: Key legislation regarding insolvency proceedings and their impact on assignments

Enterprise Act 2002: Supplementary insolvency legislation affecting assignment in insolvency scenarios

UK GDPR: Data protection legislation governing the processing and sharing of personal data

Data Protection Act 2018: UK's implementation of data protection requirements, relevant for sharing customer information

Money Laundering Regulations 2017: Anti-money laundering regulations affecting financial transactions and due diligence requirements

Proceeds of Crime Act 2002: Legislation addressing money laundering and proceeds of crime considerations in financial transactions

Financial Collateral Arrangements (No.2) Regulations 2003: Regulations governing financial collateral arrangements in factoring transactions

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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