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Prepaid Forward Purchase Agreement Template for Singapore

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Key Requirements PROMPT example:

Prepaid Forward Purchase Agreement

"I need a Prepaid Forward Purchase Agreement under Singapore law for the purchase of commodity-grade copper, with a prepayment of USD 10 million to be made in March 2025 and physical delivery scheduled for September 2025, including specific force majeure provisions for shipping disruptions."

Document background
The Prepaid Forward Purchase Agreement is a sophisticated financial instrument used when parties wish to structure a transaction involving advance payment for future delivery. Under Singapore law, these agreements are particularly useful for commodity financing, price hedging, and structured financing arrangements. The document typically includes detailed provisions on payment mechanics, delivery obligations, price calculations, and risk allocation. It is subject to Singapore's comprehensive financial regulatory regime, including oversight by the Monetary Authority of Singapore.
Suggested Sections

1. Parties: Identification and details of the forward purchaser and seller

2. Background: Context of the transaction and relationship between parties

3. Definitions: Key terms used throughout the agreement including financial, technical, and legal definitions

4. Purchase and Sale: Core transaction terms including asset description and prepayment amount

5. Settlement Terms: Delivery and settlement mechanics, including timing and procedures

6. Representations and Warranties: Standard and transaction-specific representations from both parties

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

8. Governing Law and Jurisdiction: Singapore law as governing law and jurisdiction provisions

Optional Sections

1. Collateral Arrangements: Security provisions including type of collateral, maintenance, and enforcement rights

2. Early Termination Rights: Voluntary termination provisions and associated calculations

3. Tax Provisions: Specific tax treatment, allocations, and gross-up provisions

4. Market Disruption Events: Provisions dealing with market disruptions and their consequences

Suggested Schedules

1. Asset Schedule: Detailed description of the underlying assets and their specifications

2. Pricing Schedule: Detailed pricing mechanisms, calculations, and adjustment provisions

3. Settlement Procedures: Step-by-step operational procedures for settlement

4. Form of Notices: Standard forms for various notices required under the agreement

5. Calculation Methods: Detailed methodologies for various calculations under the agreement

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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Industries

Securities and Futures Act (SFA) - Chapter 289: Primary legislation governing securities, derivatives and forward contracts in Singapore. Covers registration requirements, licensing obligations, and disclosure requirements for financial instruments.

Contract Law (Application of Laws) Act: Fundamental legislation governing the formation and enforcement of contracts in Singapore, including principles of offer, acceptance, and consideration.

Civil Law Act: Basic framework for civil matters in Singapore, including contract law principles and remedies for breach of contract.

Sale of Goods Act: Regulates the sale of goods and may be relevant for the underlying assets in the forward purchase agreement.

Misrepresentation Act: Governs false statements or representations made during contract formation and provides remedies for misrepresentation.

MAS Guidelines and Notices: Regulatory guidelines issued by the Monetary Authority of Singapore specific to financial instruments and derivatives trading.

MAS Securities and Futures Regulations: Detailed regulations implementing the Securities and Futures Act, providing specific requirements for financial instruments.

Financial Advisers Act: Regulates the provision of financial advisory services, relevant if the transaction involves financial advice.

Companies Act: Governs corporate entities in Singapore, relevant when parties to the agreement are corporations.

Currency Act: Regulates currency matters and monetary transactions in Singapore.

Electronic Transactions Act: Provides legal framework for electronic transactions and digital signatures if the agreement is executed electronically.

Personal Data Protection Act: Governs the collection, use, and disclosure of personal data in Singapore.

ISDA Guidelines: International Swaps and Derivatives Association guidelines providing standardized approaches to derivatives documentation.

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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