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1. Parties: Identification of the Factor and the Client (Seller of receivables)

2. Background: Context of the agreement and brief description of the factoring arrangement

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

4. Assignment of Receivables: Core provisions regarding the transfer of receivables from Client to Factor

5. Purchase Price and Payment Terms: Pricing structure, advance rate, reserves, and payment mechanisms

6. Eligibility Criteria: Criteria for acceptable receivables and excluded receivables

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 and Collateral: Security arrangements supporting the factoring relationship

10. Operating Procedures: Day-to-day procedures for submission, verification, and collection of receivables

11. Events of Default: Circumstances constituting default and consequences

12. Termination: Terms and procedures for ending the agreement

13. Indemnification: Mutual indemnification obligations

14. Confidentiality: Protection of confidential information

15. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

1. Schedule 1 - Eligible Receivables Criteria: Detailed criteria for acceptable receivables

2. Schedule 2 - Pricing and Fees: Detailed fee structure, discount rates, and other charges

3. Schedule 3 - Operating Procedures: Detailed procedures for daily operations

4. Schedule 4 - Form of Notice of Assignment: Template for notifying debtors of the assignment

5. Schedule 5 - Required Documents: List of documents required for verification and processing

6. Schedule 6 - Approved Debtors: List of pre-approved debtors and their credit limits

7. Appendix A - Reporting Requirements: Templates and requirements for periodic reporting

8. Appendix B - Power of Attorney: Form of power of attorney for collection purposes