1. Parties: Identification of the Factor and the Client, including full legal names, registration details, and addresses
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 throughout the agreement and rules of interpretation
4. Scope of Services: Description of factoring services, types of receivables covered, and territorial scope
5. Assignment of Receivables: Terms and conditions for the assignment of receivables, including legal requirements under Dutch law
6. Purchase Price and Fees: Calculation of purchase price, advance rate, fees, and payment terms
7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and the receivables
8. Client Undertakings: Ongoing obligations of the client regarding operations, information provision, and compliance
9. Operational Procedures: Core procedures for offering, accepting, and processing receivables
10. Credit Protection: Terms regarding bad debt protection if offered, and credit limit procedures
11. Collections and Payments: Process for collecting receivables and handling payments
12. Recourse and Disputes: Circumstances under which the factor has recourse to the client and dispute handling procedures
13. Information and Reporting: Requirements for regular reporting, access to information, and audit rights
14. Data Protection: GDPR compliance provisions and data handling requirements
15. Events of Default: Definition of default events and their consequences
16. Term and Termination: Duration of agreement, renewal terms, and termination provisions
17. Confidentiality: Protection of confidential information and trade secrets
18. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction provisions
19. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
