The Master Factoring Agreement serves as the primary contractual framework for businesses seeking to monetize their accounts receivable through factoring arrangements in Canada. This document is essential when establishing a continuous factoring relationship where a factor will purchase multiple receivables over time from a business client. The agreement comprehensively addresses all aspects of the factoring relationship, including purchase mechanics, pricing, operational procedures, and risk allocation, while ensuring compliance with Canadian federal and provincial regulations. It is particularly suited for businesses requiring ongoing working capital solutions and includes specific provisions for PPSA registration, notice requirements, and security interests under Canadian law.
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1. Parties: Identification of the factor and the client (seller)
2. Background: Context of the agreement, business relationship, and general purpose
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Purchase and Sale of Receivables: Core provisions regarding the assignment and purchase of receivables
5. Purchase Price and Payment Terms: Calculation of purchase price, reserves, factoring fees, and payment mechanisms
6. Eligibility Criteria: Requirements for receivables to qualify for purchase
7. Representations and Warranties: Client's representations regarding business, receivables, and compliance
8. Covenants: Ongoing obligations of the client throughout the agreement term
9. Security Interest: Grant of security interest in receivables and related rights
10. Collection and Application of Receivables: Process for collecting and applying payments from account debtors
11. Events of Default: Circumstances constituting default and consequences
12. Remedies: Factor's rights and remedies upon default
13. Term and Termination: Duration of agreement and termination provisions
14. Indemnification: Client's obligations to indemnify factor
15. Confidentiality: Protection of confidential information
16. Notices: Requirements for formal communications between parties
17. Governing Law and Jurisdiction: Applicable law and jurisdiction for disputes
18. General Provisions: Standard boilerplate provisions including assignment, amendments, and severability
1. Recourse Provisions: Include when the agreement is with recourse, specifying conditions for recourse against the client
2. Credit Insurance: Include when credit insurance is required or provided
3. Foreign Currency Provisions: Include for cross-border factoring or multiple currency transactions
4. Electronic Trading Platform: Include when using electronic systems for receivables submission and trading
5. Guarantee: Include when personal or corporate guarantees are required
6. Special Debtor Terms: Include when specific terms apply to certain account debtors
7. Supply Chain Finance Provisions: Include when factoring is part of a supply chain finance program
8. Data Protection: Include detailed privacy provisions when handling personal data
9. Anti-Money Laundering Compliance: Include detailed AML provisions for high-risk industries or jurisdictions
1. Schedule A - Eligibility Criteria: Detailed criteria for acceptable receivables
2. Schedule B - Fee Schedule: Detailed breakdown of all fees, charges, and calculations
3. Schedule C - Approved Account Debtors: List of pre-approved account debtors and their credit limits
4. Schedule D - Operational Procedures: Detailed procedures for submission, verification, and funding of receivables
5. Schedule E - Required Documents: List of documents required for receivables verification
6. Schedule F - Form of Notice of Assignment: Template for notifying account debtors of the assignment
7. Schedule G - Reporting Requirements: Forms and templates for required periodic reports
8. Appendix 1 - PPSA Financing Statement: Form of PPSA financing statement
9. Appendix 2 - Client Information Form: KYC and business information form
10. Appendix 3 - Authorized Signatories: List of authorized representatives and specimen signatures
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