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The Accounts Receivable Agreement serves as a critical instrument for businesses seeking to optimize their working capital management or obtain financing through the monetization of their receivables under German law. This document is typically employed when a company wishes to sell or assign its accounts receivable to another party, such as a financial institution, factoring company, or special purpose vehicle. The agreement comprehensively addresses all aspects of the receivables transfer, including identification of the assigned receivables, purchase price mechanics, representations regarding the quality and status of the receivables, and ongoing operational requirements. It is specifically structured to comply with German legal requirements, including provisions of the German Civil Code (BGB) regarding assignments, the Commercial Code (HGB) for business transactions, and relevant banking and financial services regulations where applicable. The document is particularly valuable for businesses seeking to improve their liquidity position while ensuring legal certainty in receivables transactions.

1. Parties: Identification of the creditor (assignor) and the party acquiring the receivables (assignee), including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, description of the business relationship, and purpose of the receivables assignment

3. Definitions: Detailed definitions of key terms including 'Receivables', 'Debtors', 'Assignment Date', 'Purchase Price', and other relevant terms

4. Assignment: Core provisions detailing the transfer of receivables, including the scope and effectiveness of the assignment

5. Purchase Price and Payment Terms: Details of the consideration, calculation method, payment schedule, and any adjustments

6. Representations and Warranties: Assignor's warranties regarding ownership, validity, and status of the receivables

7. Covenants: Ongoing obligations of both parties, including information sharing and cooperation requirements

8. Collection and Administration: Procedures for collecting receivables, including notification to debtors and payment processing

9. Default and Remedies: Events of default and corresponding remedies available to either party

10. Confidentiality: Obligations regarding the protection of confidential information and trade secrets

11. Data Protection: GDPR compliance measures and data processing obligations

12. Term and Termination: Duration of the agreement and circumstances allowing early termination

13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability