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1. Parties: Identification of the Factor and the Client (including registration details as per Indian law)

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 in the agreement, including specific Indian regulatory terms

4. Scope of Factoring Arrangement: Details of the factoring services, types of receivables covered, and nature of the assignment

5. Purchase of Receivables: Process for offering and accepting receivables, pricing mechanism, and purchase price calculation

6. Client Representations and Warranties: Standard and specific warranties regarding the business, receivables, and compliance with Indian laws

7. Factor's Rights and Obligations: Rights and duties of the factor, including collection rights and reporting obligations

8. Client's Covenants: Ongoing obligations of the client, including operational requirements and information provision

9. Security and Credit Protection: Security arrangements, guarantees, and credit protection mechanisms

10. Fees and Charges: Detailed fee structure, including factoring commission, interest, and other charges

11. Collection and Settlement: Procedures for collection, remittance of funds, and settlement of accounts

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

13. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

14. Indemnification: Mutual indemnification obligations and limitations

15. Confidentiality: Protection of confidential information and trade secrets

16. Notices: Method and addresses for serving notices under the agreement

17. Governing Law and Jurisdiction: Indian law as governing law and jurisdiction clause

18. Dispute Resolution: Mechanism for resolving disputes, typically through arbitration in India

19. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

1. Schedule 1 - Eligibility Criteria: Detailed criteria for acceptable receivables and debtors

2. Schedule 2 - Fee Schedule: Detailed breakdown of all fees, charges, and interest rates

3. Schedule 3 - Operational Procedures: Detailed procedures for daily operations, including documentation requirements

4. Schedule 4 - Form of Assignment: Standard form for assignment of receivables

5. Schedule 5 - Debtor Notification Form: Standard form for notifying debtors of the assignment

6. Schedule 6 - Key Contacts: Contact details of key personnel from both parties

7. Schedule 7 - Required Documents: List of documents required for each receivables purchase

8. Schedule 8 - Approved Debtor List: List of approved debtors and their credit limits

9. Appendix A - Compliance Requirements: Detailed regulatory compliance requirements under Indian law

10. Appendix B - Technology Requirements: Technical specifications for electronic interaction between parties