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Future Receipts Sale Agreement Template for Canada

A comprehensive commercial agreement governed by Canadian law that facilitates the purchase of future revenue streams from a business entity. The agreement details the terms under which a purchaser (typically a financial institution or alternative lender) buys the right to receive a specified percentage of the merchant's future receipts for a predetermined amount. The document incorporates provisions for payment mechanics, security interests, representations and warranties, and compliance with both federal and provincial Canadian regulations, including the Personal Property Security Act (PPSA) and relevant securities legislation.

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What is a Future Receipts Sale Agreement?

The Future Receipts Sale Agreement is a sophisticated financing instrument used in the Canadian market as an alternative to traditional lending arrangements. It enables businesses to receive immediate funding in exchange for selling a percentage of their future receipts to a financing company. This type of agreement is particularly suitable for businesses with regular cash flows seeking working capital without taking on traditional debt. The document must comply with Canadian federal and provincial regulations, including securities laws, the Personal Property Security Act, and consumer protection legislation where applicable. It typically includes detailed provisions for purchase price calculation, payment mechanisms, security interests, and risk mitigation measures. The agreement is structured to protect both the purchaser's investment and the merchant's ongoing business operations while ensuring regulatory compliance.

What sections should be included in a Future Receipts Sale Agreement?

1. Parties: Identification of the purchaser and seller (merchant), including full legal names and addresses

2. Background: Context of the agreement, nature of the merchant's business, and purpose of the future receipts sale

3. Definitions: Key terms used throughout the agreement, including 'Future Receipts', 'Purchase Price', 'Specified Percentage', etc.

4. Purchase and Sale: Core transaction terms including purchase price, total purchased amount, and specified percentage of future receipts

5. Payment Terms: Mechanics of daily/weekly payments, payment methods, and reconciliation process

6. Merchant Representations and Warranties: Statements about business condition, authority to enter agreement, and accuracy of financial information

7. Purchaser Representations and Warranties: Statements about purchaser's authority and compliance with laws

8. Merchant Covenants: Ongoing obligations including maintaining bank accounts, conducting business normally, providing financial information

9. Security Interest: Grant of security interest in future receipts and other assets as collateral

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

11. Remedies: Purchaser's rights and remedies upon default

12. Term and Termination: Duration of agreement and termination provisions

13. General Provisions: Standard clauses including notices, amendments, governing law, etc.

What sections are optional to include in a Future Receipts Sale Agreement?

1. Personal Guarantee: Used when personal guarantee from business owner(s) is required for additional security

2. Credit Card Split Arrangements: Include when payment processing split is part of collection mechanism

3. Cross-Collateralization: Used when multiple agreements exist between parties requiring cross-default provisions

4. Reconciliation Procedures: Detailed procedures for periodic reconciliation when complex payment arrangements exist

5. Working Capital Restrictions: Include when restricting merchant's ability to obtain additional financing

6. Change of Control: Used for larger merchants where ownership changes need to be controlled

7. Insurance Requirements: Detailed insurance obligations when specific coverage is required

What schedules should be included in a Future Receipts Sale Agreement?

1. Schedule A - Purchase Price Calculation: Detailed breakdown of purchase price, fees, and deductions

2. Schedule B - Payment Schedule: Expected payment amounts and timing based on historical receipts

3. Schedule C - Bank Account Information: Designated account details for payments and collections

4. Schedule D - Financial Statements: Recent financial statements and projections

5. Schedule E - Permitted Liens: List of existing liens and encumbrances on business assets

6. Appendix 1 - Form of Personal Guarantee: Standard form personal guarantee if required

7. Appendix 2 - Daily Payment Authorization: Authorization for automatic daily/weekly payments

8. Appendix 3 - Reconciliation Report Template: Standard format for periodic reconciliation reports

Authors

Alex Denne

Advisor @ 蜜桃传媒AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Canada

Document Type

Sector

Sales

Cost

Free to use

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