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The Master Factoring Agreement serves as the primary contractual framework for establishing and governing an ongoing factoring relationship under Dutch law. It is used when a business seeks to optimize its working capital by selling its accounts receivable to a financial institution (factor). The agreement comprehensively addresses all aspects of the factoring relationship, including assignment mechanics, purchase price calculations, operational procedures, and risk allocation. This Master Factoring Agreement incorporates specific requirements of Dutch law regarding assignment of receivables, financial services regulations, and data protection requirements. It typically includes detailed schedules for operational procedures, eligibility criteria, and pricing, allowing for flexibility in handling different types of receivables and debtor relationships while maintaining a consistent legal framework.

1. Parties: Identification of the Factor and the Client, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the factoring arrangement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Scope of Services: Description of factoring services, types of receivables covered, and territorial scope

5. Assignment of Receivables: Terms and conditions for the assignment of receivables, including legal requirements under Dutch law

6. Purchase Price and Fees: Calculation of purchase price, advance rate, fees, and payment terms

7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and the receivables

8. Client Undertakings: Ongoing obligations of the client regarding operations, information provision, and compliance

9. Operational Procedures: Core procedures for offering, accepting, and processing receivables

10. Credit Protection: Terms regarding bad debt protection if offered, and credit limit procedures

11. Collections and Payments: Process for collecting receivables and handling payments

12. Recourse and Disputes: Circumstances under which the factor has recourse to the client and dispute handling procedures

13. Information and Reporting: Requirements for regular reporting, access to information, and audit rights

14. Data Protection: GDPR compliance provisions and data handling requirements

15. Events of Default: Definition of default events and their consequences

16. Term and Termination: Duration of agreement, renewal terms, and termination provisions

17. Confidentiality: Protection of confidential information and trade secrets

18. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction provisions

19. General Provisions: Standard boilerplate clauses including notices, amendments, and severability