Receivables Transfer Agreement Template for Malaysia

The Receivables Transfer Agreement is a crucial document used in Malaysian business transactions when one party wishes to transfer its accounts receivable to another party, typically for financing purposes or as part of a larger commercial arrangement. This document is essential in various scenarios, including factoring arrangements, securitization transactions, or business restructuring. The agreement must comply with Malaysian legal requirements, including the Contracts Act 1950, Civil Law Act 1956, and relevant financial regulations. It contains detailed provisions regarding the identification of receivables, purchase price calculations, representations and warranties, and mechanisms for perfecting the transfer. The document is particularly important in the Malaysian context where formal requirements for assignment must be strictly followed to ensure enforceability.

1. Parties: Identification of the transferor and transferee, including full legal names and registration details

2. Background: Context of the transfer, relationship between parties, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Transfer and Assignment: Core provisions detailing the transfer of receivables and the nature of the assignment (absolute or by way of security)

5. Purchase Price and Payment: Details of consideration, payment terms, and mechanism for payment

6. Conditions Precedent: Conditions that must be satisfied before the transfer becomes effective

7. Representations and Warranties: Statements of fact and assurances from both parties, particularly regarding the receivables and authority to transfer

8. Covenants: Ongoing obligations of the parties, including notification requirements and conduct of business

9. Perfection Requirements: Steps required to perfect the transfer under Malaysian law, including registration and notices

10. Enforcement: Rights and procedures for enforcing the transferred receivables

11. Indemnities: Protections and indemnifications provided between the parties

12. Confidentiality: Obligations regarding confidential information and data protection

13. Termination: Circumstances and process for terminating the agreement

14. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

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