# Master Factoring Agreement

**⚠️ SAMPLE DOCUMENT — REPLACE WITH FINAL LEGAL TEXT BEFORE PRODUCTION ⚠️**

## 1. Purpose
This Master Factoring Agreement ("MFA") sets out the terms under which sellers may offer trade receivables ("Invoices") to fund managers via the Recievio platform.

## 2. Sale of Receivables
By listing an Invoice, the seller offers to assign all right, title, and interest in the Invoice to any fund manager who purchases it at the displayed advance rate. Purchase constitutes a true sale of the receivable.

## 3. Advance & Discount
The fund manager will pay the seller an advance equal to between 70% and 100% of the face value of the Invoice, as set within platform-configured ranges. A discount rate of 3-month Euribor plus a fixed coupon applies to the outstanding period. Actual rates may vary by fund manager within platform ranges.

## 4. Two-Tranche Settlement
(a) First Tranche — paid at purchase.
(b) Second Tranche — remaining balance paid after obligor settles, less applicable fees.

## 5. Seller Warranties
The seller warrants that each Invoice is genuine, undisputed, not previously assigned, and arises from goods or services actually supplied.

## 6. Recourse
If the obligor fails to pay within 90 days of due date, the seller may be required to repurchase the Invoice at face value, unless covered by credit insurance.

## 7. Set-Off
The fund manager may set off any amount owed by the seller against the Second Tranche.

## 8. Notices
All notices are delivered through the Platform.

## 9. Confidentiality
Obligor identities and Invoice details are confidential and may only be used in connection with Platform transactions.

## 10. Governing Law
Governed by the laws of [JURISDICTION — TBC].

---
*Last updated: Sample v1.0 — this is placeholder text pending final legal review.*