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1. Parties: Identification of the Factor and the Client (Supplier)
2. Background: Context of the agreement and commercial purpose
3. Definitions and Interpretation: Key terms including Receivables, Eligible Receivables, Purchase Price, Discount Rate
4. Scope of Factoring Services: Nature and extent of factoring services to be provided
5. Purchase of Receivables: Terms and conditions for the purchase and assignment of receivables
6. Purchase Price and Payment Terms: Calculation of purchase price, advance rate, reserves, and payment mechanics
7. Representations and Warranties: Client's representations regarding business, receivables, and authority
8. Client Undertakings: Ongoing obligations of the client regarding operations and information
9. Factor's Rights and Obligations: Rights and duties of the factor including collection rights
10. Security and Collateral: Security arrangements supporting the factoring relationship
11. Events of Default: Circumstances constituting default and consequences
12. Termination: Terms for ending the agreement and post-termination obligations
13. Indemnification: Mutual indemnification provisions
14. Confidentiality: Protection of confidential information
15. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, assignment
1. Notification and Communication with Debtors: Required if notification to debtors is part of the arrangement
2. International Factoring Provisions: Required for cross-border receivables and international debtors
3. Credit Insurance: Required if credit insurance is part of the factoring arrangement
4. Electronic Platform and Systems: Required if specific electronic systems are used for invoicing and management
5. Industry-Specific Requirements: Special provisions for specific industries (e.g., construction, government contracts)
6. Debtor Credit Limits: Required if the factor provides debtor credit limit services
7. Compliance with Shariah: Required if the agreement needs to be Shariah-compliant
1. Schedule 1 - Eligibility Criteria: Detailed criteria for acceptable receivables
2. Schedule 2 - Fees and Charges: Detailed breakdown of all fees, charges, and discount rates
3. Schedule 3 - Operational Procedures: Detailed procedures for submission, verification, and funding of receivables
4. Schedule 4 - Form of Notice of Assignment: Standard form for notifying debtors of the assignment
5. Schedule 5 - Approved Debtors: List of approved debtors and their credit limits
6. Schedule 6 - Required Documents: List of documents required for verification of receivables
7. Schedule 7 - Reporting Requirements: Forms and timing of required reports
8. Appendix A - Power of Attorney: Form of power of attorney for collection purposes
9. Appendix B - Standard Forms: Collection of standard forms used in the factoring relationship
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