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Factoring And Security Agreement Template for Singapore

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Key Requirements PROMPT example:

Factoring And Security Agreement

"Need a Factoring And Security Agreement for our manufacturing company to sell receivables to DBS Bank, with a facility limit of SGD 5 million and including security over all present and future receivables, with completion required by March 2025."

Document background
The Factoring And Security Agreement is essential for businesses in Singapore seeking to monetize their receivables while providing security to factors. This document is commonly used when companies require working capital financing and want to sell their receivables to a financial institution. It combines both the sale mechanics for receivables and the creation of security interests, complying with Singapore's Personal Property Securities Act 2020 and other relevant legislation. The agreement typically includes detailed provisions on pricing, representations, covenants, and events of default, while also addressing security registration and enforcement rights.
Suggested Sections

1. Parties: Identification of the factor and the client

2. Background: Context of the agreement and business relationship

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase of Receivables: Core terms of factoring arrangement

5. Security Interest: Creation and scope of security interest

6. Purchase Price and Payment Terms: Pricing mechanism and payment arrangements

7. Representations and Warranties: Standard and specific warranties regarding receivables

8. Covenants: Ongoing obligations of the parties

9. Events of Default: Circumstances constituting default and consequences

10. Termination: Termination events and process

Optional Sections

1. Recourse Provisions: Used when factor has right to seek payment from client if debtor defaults

2. Collection Services: Terms for collection of receivables when factor provides collection services

3. Credit Insurance: Requirements for credit insurance when such insurance is required

4. Electronic Trading Platform: Terms for electronic submission of receivables when electronic platform is used

Suggested Schedules

1. Form of Notice of Assignment: Template notice to debtors

2. Eligible Receivables Criteria: Criteria for acceptable receivables

3. Pricing Schedule: Detailed pricing terms and calculations

4. Form of Offer Notice: Template for offering receivables

5. Security Documents: Forms of additional security documents

6. Operational Procedures: Detailed procedures for day-to-day operations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





































Clauses






























Industries

Civil Law Act (Cap. 43): Primary legislation governing general contract law principles, including formation and enforcement of contracts in Singapore

Companies Act (Cap. 50): Regulates corporate matters, including registration requirements for charges and requirements for corporate authority and execution

Personal Property Securities Act 2020: New legislation governing security interests in personal property, establishing priority rules and registration requirements, replacing previous registration requirements under Companies Act

Insolvency, Restructuring and Dissolution Act 2018: Governs enforceability of security interests in insolvency, priority of claims, and provisions on voidable transactions

Banking Act (Cap. 19): Regulatory framework for banks and financial institutions, containing specific requirements if any party to the agreement is a bank

Moneylenders Act (Cap. 188): Contains licensing requirements for certain lending activities, relevant depending on the nature of the factoring arrangement

Personal Data Protection Act 2012: Governs data privacy provisions and protection of personal data in commercial transactions

Electronic Transactions Act: Regulates electronic transactions and digital signatures, relevant if electronic execution of the agreement is contemplated

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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