[{"data":1,"prerenderedAt":541},["ShallowReactive",2],{"document-agreement-of-absolute-transfer-and-assignment-of-accounts-receivable-D177":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":181,"customdescription":6,"mdFm":182,"mdProseHtml":540},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"AGREEMENT OF ABSOLUTE TRANSFER AND ASSIGNMENT OF ACCOUNTS RECEIVABLE This Agreement of Absolute Transfer and Assignment of Accounts Receivable (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Transferor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [TRANSFEREE NAME] (the \"Transferee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS By an asset purchase agreement made [DATE], (the \"Purchase Agreement\") the Transferor agreed to sell to the Transferee at the price and on the terms and conditions contained in the Purchase Agreement, the Transferor's right, title and interest in and to substantially all of the assets used by the Transferor in carrying on a vehicle and equipment leasing and financing business, including all of the vehicle leases granted by the Transferor (the \"Leases\"), all payments thereunder, all vehicles leased thereby and all rights and remedies thereunder, or under any agreement or arrangement facilitating or securing the performance by lessees thereunder. Notice of the assignment shall be mailed by the Transferee to each lessee with a vehicle lease forming part of the Leases purchased by the Transferee under the Purchase Agreement and to each guarantor or indemnifier of such lessee. Pursuant to the Purchase Agreement, the Transferor agreed, inter alia, to sell, assign and transfer to the Transferee all Accounts Receivable (as such term is defined in the Purchase Agreement) (the \"Accounts Receivable\"). THEREFORE THIS AGREEMENT WITNESSETH: For good and valuable consideration, the receipt whereof is hereby acknowledged by the Transferor, the Transferor does hereby absolutely transfer, assign and make over unto the Transferee, hereto present and accepting the same, all of the Transferor's right, title and interest in the Accounts Receivable accruing or growing due to the Transferor, with respect to the purchased Leases and the Transferor further assigns and transfers unto the Transferee all deeds, documents, writings, papers, books of account and other books relating to or being records of the Accounts Receivable or by which the Accounts Receivable are or may hereafter be secured, evidenced, acknowledges or made payable (the whole hereinafter referred to as the \"Documents\"). The present absolute transfer and assignment is made subject to the following terms, clauses and conditions, all of which are essential hereto: ADDITIONAL ASSIGNMENT The present assignment is given in addition to and not in substitution for any similar assignment heretofore given to and still held by the Transferee and in particular any and all assignments made or contemplated by the Purchase Agreement. 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INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[94,97],{"label":95,"url":96},"Legal Agreements","business-legal-agreements",{"label":98,"url":99},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":103,"descriptionCustom":6,"label":104,"pages":8,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":116},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":110,"description":6},"non disclosure agreement nda",[112,113],{"label":95,"url":96},{"label":114,"url":115},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":129,"url":130},"SECURITY AGREEMENT This Security Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [SECURED PARTY NAME] (the \" Secured Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Debtor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] For value received, the undersigned Debtor, promises to pay to the order of [name], together with any other holder of this note (\"Secured Party\"), [amount], with interest at the rate of [%] per annum. Payment shall be made in successive equal monthly installments of [amount]. Each such Installment is payable on the [day] of each month, commencing on [date]. Recitals WHEREAS, the Secured Party has extended to the Debtor a certain loan as evidenced by a certain promissory note, in the original principal amount equal to [amount] dated on even date herewith (the \"Note\"); and WHEREAS, the Debtor wishes to grant a first priority security interest in and to all of the Debtor's tangible and intangible personal property pursuant to the terms hereof; NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows: DEFINITIONS The following terms shall have the meanings herein specified unless the context otherwise requires. Such definitions shall be equally applicable to the singular and plural forms of the terms defined: \"Contracts\" shall mean all contracts between the Debtor and one or more additional parties. \"Contract Rights\" shall mean all rights of the Debtor (including, without limitation, all rights to payment) under each Contract. \"Copyrights\" shall mean any [country] copyright to which the Debtor now or hereafter has title, as well as any application for a [country] copyright hereafter made by the Debtor. \"Equipment\" shall mean any \"equipment,\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned by the Debtor and any and all additions, substitutions and replacements of, any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto. \"General Intangibles\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Goods\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Inventory\" shall mean all raw materials, workinprocess, and finished inventory of the Debtor of every type or description and all documents of title covering such inventory, and shall specifically include all \"inventory\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by the Debtor. \"Marks\" shall mean any trademarks and service marks now held or hereafter acquired by the Debtor, which are registered in the [country] Patent and Trademark Office, as well as any unregistered marks used by the Debtor in the [COUNTRY] and trade dress, including logos and/or designs, in connection with which any of these registered or unregistered marks are used. \"Obligations\" shall mean: (i) all indebtedness, obligations and liabilities (including, without limitation, guarantees and other contingent liabilities) of the Debtor to the Secured Party, including but not limited to the Note; (ii) any and all sums advanced by the Secured Party in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Debtor referred to in clause (i), after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs. \"Patents\" shall mean any [country] patent to which the Debtor now or hereafter has title, as well as any application for a [country] patent now or hereafter made by Debtor. \"Proceeds\" shall have the meaning assigned that term under the [law or code] as in effect in the State of [state/province] on the date hereof or under other relevant law and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Secured Party or the Debtor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. \"Receivables\" shall mean any \"account\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [STATE/PROVINCE], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all of the Debtor's rights to payment for goods sold or leased or services performed by the Debtor, whether now in existence or arising from time to time hereafter, including, without limitation, rights evidenced by an account, note, contract, security agreement, or other evidence of indebtedness or security, together with (i) all security pledged, assigned, hypothecated or granted to or held by the Debtor to secure the foregoing; (ii) all of the Debtor's right, title and interest in and to any goods, the sale of which gave rise thereto; (iii) all guarantees, endorsements and indemnifications on, or of, any of the foregoing; (iv) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith; (v) all books, records, ledger cards and invoices relating thereto; (vi) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties, and certificates from filing or other registration officers; (vii) all credit information, reports and memoranda relating thereto and (viii) all other writings related in any way to the foregoing. GRANT OF SECURITY INTEREST The Debtor does hereby grant to the Secured Party a continuing security interest of first priority in all of the right, title and interest of the Debtor in, to and under all of the following property whether now existing or hereafter created or arising: ","Security Agreement","10",96,"https://templates.business-in-a-box.com/imgs/1000px/security-agreement-D915.png","https://templates.business-in-a-box.com/imgs/250px/915.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#915.xml",{"title":6,"description":6},[127,128],{"label":95,"url":96},{"label":95,"url":96},"security agreement","/template/security-agreement-D915",{"description":132,"descriptionCustom":6,"label":133,"pages":8,"size":134,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":139,"keywords":148,"url":149},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[140,142,145],{"label":30,"url":141},"finance-accounting",{"label":143,"url":144},"Business Loans","business-loan",{"label":146,"url":147},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":151,"descriptionCustom":6,"label":152,"pages":153,"size":105,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":159,"keywords":158,"url":163},"LOAN AGREEMENT This Loan Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Promise to Pay Within [NUMBER] months from today, Borrower promises to pay to Lender the sum of [AMOUNT], and interest and other charges stated below. Responsibility Although this Agreement may be signed below by more than one person, Borrower understands that both parties are individuals responsible for paying back the full amount. Breakdown of Loan Amount of Loan: Other (Describe): Amount Financed: Finance Charge: Total of Payments: Annual Rate: Repayment Borrower will repay the amount of this note in [NUMBER] equal uninterrupted monthly installments of [AMOUNT] each on the [DAY] of each month starting on the [DATE], and ending on [DATE]. Prepayment Borrower has the right to prepay the whole outstanding amount at any time","Loan Agreement","2","https://templates.business-in-a-box.com/imgs/1000px/loan-agreement-D417.png","https://templates.business-in-a-box.com/imgs/250px/417.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#417.xml",{"title":158,"description":6},"loan agreement",[160,161,162],{"label":30,"url":141},{"label":143,"url":144},{"label":143,"url":144},"/template/loan-agreement-D417",{"description":165,"descriptionCustom":6,"label":166,"pages":167,"size":9,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":172,"keywords":179,"url":180},"COMPANY NAME:_______________________ Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order","1","https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[173,176],{"label":174,"url":175},"Sales & Marketing","sales-marketing",{"label":177,"url":178},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",false,{"seo":183,"reviewer":197,"quick_facts":201,"at_a_glance":203,"personas":207,"variants":232,"glossary":261,"clauses":297,"how_to_fill":348,"common_mistakes":389,"faqs":414,"industries":442,"comparisons":467,"diy_vs_lawyer":482,"jurisdictions":495,"related_template_ids_curated":516,"schema":528,"classification":529},{"meta_title":184,"meta_description":185,"primary_keyword":186,"secondary_keywords":187,"family":186,"is_canonical":196},"Absolute Transfer of AR Agreement | Free Word Download","Free accounts receivable assignment agreement template. Covers absolute transfer, representations, purchase price, and notice provisions.","assignment of accounts receivable agreement",[188,189,190,191,192,193,194,195],"accounts receivable assignment template","absolute transfer of accounts receivable","accounts receivable purchase agreement","assignment of receivables contract","accounts receivable factoring agreement","transfer of receivables template word","assignment agreement template free","accounts receivable assignment form",true,{"name":198,"credential":199,"reviewed_date":200},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":202,"legal_review_recommended":196,"signature_required":196},"advanced",{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"An Agreement of Absolute Transfer and Assignment of Accounts Receivable is a legally binding contract through which an assignor (typically a business owed money) permanently transfers ownership of outstanding invoices or receivables to an assignee (typically a lender or factor) in exchange for immediate consideration. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF for immediate use in financing or cash-flow transactions.\n","Use it when a business needs immediate liquidity by selling outstanding invoices outright to a third party, when a lender requires a formal instrument to perfect their interest in acquired receivables, or when a company is restructuring and transferring assets including amounts owed by customers to a new entity.\n","Identification of the assignor and assignee, a schedule of transferred receivables with balances, purchase price and payment terms, representations and warranties on the validity of the receivables, notice obligations to obligors, recourse or non-recourse provisions, and governing law and dispute resolution terms.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Small business owners","Selling outstanding invoices to a factor for immediate operating cash","persona-small-business-owner",{"title":213,"use_case":214,"icon_asset_id":215},"CFOs and finance directors","Documenting a receivables sale transaction to improve the balance sheet","persona-cfo",{"title":217,"use_case":218,"icon_asset_id":219},"Commercial lenders and factors","Acquiring legally perfected ownership of receivables from a business client","persona-lender",{"title":221,"use_case":222,"icon_asset_id":223},"Startup founders","Converting unpaid customer invoices into working capital without taking on debt","persona-startup-founder",{"title":225,"use_case":226,"icon_asset_id":227},"Attorneys and paralegals","Drafting or reviewing a receivables transfer as part of a financing transaction","persona-attorney",{"title":229,"use_case":230,"icon_asset_id":231},"M&A advisors","Transferring receivables as part of an asset purchase or business sale","persona-ma-advisor",[233,237,241,245,249,253,257],{"situation":234,"recommended_template":235,"slug":236},"Selling receivables outright with no right of recourse against the seller","Non-Recourse Accounts Receivable Assignment","assignment-of-accounts-receivable-non-recourse-D180",{"situation":238,"recommended_template":239,"slug":240},"Assigning receivables as collateral security for a loan, not as a sale","Assignment of Accounts Receivable as Collateral","assignment-of-accounts-receivable-with-recourse-D181",{"situation":242,"recommended_template":243,"slug":244},"Ongoing revolving sale of newly generated receivables to a factor","Factoring Agreement (Revolving)","revolving-credit-agreement-D14051",{"situation":246,"recommended_template":247,"slug":248},"Transferring a single specific invoice rather than a portfolio","Single Invoice Financing Agreement","financing-agreement-D877",{"situation":250,"recommended_template":251,"slug":252},"Assigning all business assets including receivables as part of a sale","Business Asset Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":254,"recommended_template":255,"slug":256},"Transferring receivables between related entities within a corporate group","Intercompany Receivables Transfer Agreement","agreement-of-transfer-D935",{"situation":258,"recommended_template":259,"slug":260},"Pledging receivables as part of a secured lending arrangement","Security Agreement (Commercial)","security-agreement-D915",[262,265,268,270,273,276,279,282,285,288,291,294],{"term":263,"definition":264},"Assignor","The party transferring ownership of the accounts receivable — typically the business that originally issued the invoices.",{"term":266,"definition":267},"Assignee","The party receiving ownership of the accounts receivable — typically a lender, factor, or purchasing entity.",{"term":33,"definition":269},"Amounts owed to a business by its customers or clients for goods delivered or services rendered but not yet paid.",{"term":271,"definition":272},"Absolute Transfer","A complete and irrevocable conveyance of ownership from assignor to assignee, as opposed to a pledge or security interest that can be reversed on repayment.",{"term":274,"definition":275},"Obligor","The third-party debtor — the customer or client who owes the underlying invoice amount — who must be notified of the assignment and directed to pay the assignee.",{"term":277,"definition":278},"Recourse","A right allowing the assignee to demand repayment from the assignor if the obligor fails to pay the assigned receivable within a defined period.",{"term":280,"definition":281},"Non-Recourse","A structure in which the assignee bears the full credit risk of non-payment by the obligor; the assignor has no obligation to make the assignee whole on bad debts.",{"term":283,"definition":284},"Discount Rate","The percentage deducted from the face value of the receivables, representing the assignee's fee or cost of funds — e.g., purchasing $100,000 face value for $93,000 reflects a 7% discount.",{"term":286,"definition":287},"UCC Financing Statement (UCC-1)","A public filing in the US under the Uniform Commercial Code that perfects the assignee's ownership interest in transferred receivables against third-party claims.",{"term":289,"definition":290},"Perfection","The legal process of making an ownership or security interest enforceable against third parties — in the US, typically achieved by filing a UCC-1; in Canada, by registering under the applicable PPSA.",{"term":292,"definition":293},"Representations and Warranties","Factual statements made by the assignor at the time of signing confirming that the receivables are valid, undisputed, and free of prior encumbrances.",{"term":295,"definition":296},"Schedule of Receivables","An attached exhibit listing every invoice being transferred, including obligor name, invoice number, invoice date, due date, and outstanding balance.",[298,303,308,313,318,323,328,333,338,343],{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Parties and Recitals","Identifies the assignor and assignee by legal name and entity type, and states the purpose of the agreement — an absolute and irrevocable sale of receivables.","This Agreement of Absolute Transfer and Assignment of Accounts Receivable ('Agreement') is entered into as of [DATE] by and between [ASSIGNOR LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Assignor'), and [ASSIGNEE LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Assignee').","Using trade names instead of registered legal entity names. Mismatched entity names invalidate UCC filings and create chain-of-title defects.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Schedule of Transferred Receivables","An attached exhibit that lists every invoice or account being transferred, with obligor name, invoice number, issue date, due date, and outstanding balance — defining the exact scope of the transaction.","The receivables set out in Schedule A attached hereto ('Assigned Receivables'), totaling $[TOTAL FACE VALUE], are hereby absolutely transferred and assigned to Assignee as of the Effective Date.","Attaching a schedule with vague descriptions like 'all outstanding invoices.' Without specific invoice numbers and balances, the schedule cannot be relied on to resolve later disputes about what was transferred.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Purchase Price and Payment Terms","States the consideration the assignee pays for the receivables — typically a discounted percentage of face value — and when and how payment is made.","In consideration of the assignment herein, Assignee shall pay Assignor a purchase price of $[AMOUNT], representing [X]% of the aggregate face value of the Assigned Receivables, payable by wire transfer to [ACCOUNT DETAILS] on or before [DATE].","Omitting the discount rate calculation methodology. If the face value of transferred receivables changes between signing and payment (e.g., partial payments received), a missing formula creates a pricing dispute.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Absolute Transfer and No-Recourse Declaration","Expressly states that the transfer is a true sale — not a loan or pledge — and whether the assignee has recourse against the assignor for non-paying obligors.","The parties intend that this Agreement constitute an absolute transfer and sale of the Assigned Receivables. [RECOURSE OPTION: Assignee shall have full recourse against Assignor for any Assigned Receivable not paid within [X] days of its due date. / This transfer is made without recourse, and Assignee assumes all credit risk of non-payment by obligors.]","Failing to include an explicit true-sale declaration. Without it, a bankruptcy trustee may re-characterize the transaction as a secured loan, subordinating the assignee to other creditors.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Representations and Warranties of the Assignor","The assignor confirms that the receivables are valid and enforceable, reflect actual goods or services delivered, are not subject to any prior assignment or lien, and are not in dispute.","Assignor represents and warrants that: (a) each Assigned Receivable is a bona fide obligation of the named obligor arising from a completed sale or service; (b) no Assigned Receivable has been previously assigned or encumbered; (c) Assignor has full authority to assign the Assigned Receivables; and (d) no obligor has raised any defense, set-off, or counterclaim.","Omitting a warranty that no prior liens or assignments exist. If the assignor previously granted a lender a blanket security interest covering receivables, the assignee may receive nothing enforceable.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Notice to Obligors","Requires the assignor — or the assignee — to notify each obligor that their debt has been transferred and that payment must now be directed to the assignee.","Assignor shall, within [X] business days of the Effective Date, send written notice to each obligor identified in Schedule A directing payment of all Assigned Receivables to Assignee at [PAYMENT INSTRUCTIONS]. Assignee is authorized to send such notices directly if Assignor fails to do so within the required period.","Leaving notice timing vague or making it optional. Obligors who pay the assignor after assignment because they were never notified can discharge their debt validly in most jurisdictions, leaving the assignee with a contractual claim against the assignor instead of the receivable.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Collection and Post-Assignment Administration","Defines who has the right to collect the transferred receivables after assignment, what happens to misdirected payments the assignor receives, and whether the assignee can initiate legal action against non-paying obligors.","From and after the Effective Date, Assignee shall have the sole right to collect the Assigned Receivables. Any amounts received by Assignor in respect of Assigned Receivables shall be held in trust for Assignee and remitted to Assignee within [X] business days of receipt.","No trust-receipt obligation on misdirected payments. Without it, money collected by the assignor post-transfer is commingled with operating funds and may be unavailable in an insolvency.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Indemnification","Obligates the assignor to compensate the assignee for losses arising from breaches of representations, undisclosed disputes, or prior encumbrances on the assigned receivables.","Assignor shall indemnify, defend, and hold harmless Assignee from and against any losses, claims, damages, or expenses (including reasonable attorneys' fees) arising out of or relating to any breach of Assignor's representations and warranties or any prior lien or encumbrance on the Assigned Receivables.","Capping indemnification at the purchase price paid. If a misrepresentation triggers third-party litigation, attorneys' fees alone can exceed the transaction value, leaving the assignee undercompensated.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Governing Law, Jurisdiction, and Dispute Resolution","Specifies the state or jurisdiction whose law governs the agreement, where disputes will be resolved, and whether arbitration or litigation applies.","This Agreement shall be governed by and construed in accordance with the laws of [STATE/PROVINCE/COUNTRY], without regard to conflicts-of-law principles. Any dispute shall be resolved by binding arbitration under the rules of [AAA/JAMS/ICC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to either party or the underlying obligors. Courts have declined to enforce choice-of-law provisions where neither party has any relationship with the selected jurisdiction.",{"name":344,"plain_english":345,"sample_language":346,"common_mistake":347},"Entire Agreement and Severability","Confirms that the written agreement is the complete understanding between the parties and that if any individual clause is found unenforceable, the rest of the agreement remains in effect.","This Agreement, together with all Schedules hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior representations and agreements. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.","Omitting the severability clause. A court that strikes a single over-broad clause — such as an unlimited indemnification — can void the entire agreement without severability language in place.",[349,354,359,364,369,374,379,384],{"step":350,"title":351,"description":352,"tip":353},1,"Identify both parties with their registered legal names","Enter the full registered legal name and entity type (LLC, corporation, partnership) for both the assignor and assignee. Include state or province of formation and principal business address.","Confirm the assignor's name matches the name on the underlying invoices — a mismatch creates a chain-of-title problem the assignee will need to cure before perfecting.",{"step":355,"title":356,"description":357,"tip":358},2,"Complete and attach the schedule of receivables","List every invoice being transferred in Schedule A. Include obligor legal name, invoice number, invoice date, original amount, payments received to date, and balance outstanding as of the effective date.","Pull the schedule directly from your accounting software and reconcile it to accounts-receivable aging before attaching — a stale balance creates a purchase-price dispute.",{"step":360,"title":361,"description":362,"tip":363},3,"Set the purchase price and discount rate","Calculate the purchase price as a percentage of aggregate face value of the receivables in Schedule A. State the dollar amount, the percentage, and the wire transfer or payment instructions.","If any receivables are close to their due dates, negotiate a tiered discount — higher discount for receivables more than 60 days old — and document the tiers in the agreement body, not just in email.",{"step":365,"title":366,"description":367,"tip":368},4,"Choose recourse or non-recourse structure","Select whether the assignee has recourse against the assignor for non-paying obligors, and if so, define the cure period (typically 90–120 days past due) and the recourse mechanism (buy-back obligation or cash reimbursement).","Non-recourse transfers command a higher discount. If the assignor's customer base has strong credit, negotiate non-recourse to preserve more proceeds.",{"step":370,"title":371,"description":372,"tip":373},5,"Draft and schedule obligor notice letters","Prepare a written notice for each obligor directing them to pay the assignee at the specified account. Set a hard deadline in the agreement for delivering these notices — typically 3–5 business days after the effective date.","Send obligor notices by certified mail or tracked email with read receipt. Proof of delivery is essential if an obligor later claims they were never redirected.",{"step":375,"title":376,"description":377,"tip":378},6,"Confirm no prior liens or competing assignments exist","Run a UCC lien search (US) or PPSA search (Canada) against the assignor before signing to confirm the receivables are unencumbered. If a prior lien exists, obtain a subordination or release from the existing lienholder.","A UCC search costs $10–$30 per filing office and takes less than 24 hours. Skipping it is the single most common and costly mistake in receivables transactions.",{"step":380,"title":381,"description":382,"tip":383},7,"File a UCC-1 or PPSA financing statement after signing","In the US, file a UCC-1 financing statement with the Secretary of State in the assignor's state of formation to perfect the assignee's interest in the acquired receivables. In Canada, file under the applicable provincial PPSA.","File within 24 hours of closing. Perfection is first-in-time — a competing assignee or lien creditor who files before you takes priority even if your agreement was signed first.",{"step":385,"title":386,"description":387,"tip":388},8,"Execute with authorized signatories before funds transfer","Both parties must sign with their respective authorized officers or members before any purchase price is wired. Confirm signing authority by reviewing the assignor's corporate resolution or operating agreement.","For transactions above $50,000, require a certified corporate resolution confirming the signatory's authority to assign receivables — this eliminates unauthorized-transfer challenges later.",[390,394,398,402,406,410],{"mistake":391,"why_it_matters":392,"fix":393},"Skipping the UCC or PPSA search before closing","If the assignor has an existing blanket lien from a bank covering all receivables, the assignee acquires nothing enforceable — the bank's lien takes priority.","Run a lien search against the assignor in every relevant filing jurisdiction before signing and obtain a written subordination or payoff from any prior lienholder.",{"mistake":395,"why_it_matters":396,"fix":397},"No explicit true-sale declaration","Without language stating that the transfer is an absolute sale and not a secured loan, a bankruptcy trustee can re-characterize the transaction, subordinating the assignee to unsecured creditors.","Include a dedicated clause that expressly states the parties intend the transfer to constitute a true sale and that the assignee is acquiring ownership, not a security interest.",{"mistake":399,"why_it_matters":400,"fix":401},"Failing to notify obligors promptly","An obligor who pays the assignor without notice of the assignment validly discharges the debt in most jurisdictions, leaving the assignee with only a breach-of-contract claim against the assignor.","Set a hard contractual deadline — 3–5 business days from the effective date — for delivering notice to each obligor, and give the assignee a fallback right to send notices directly.",{"mistake":403,"why_it_matters":404,"fix":405},"Attaching a vague or incomplete schedule of receivables","If the schedule lists 'all invoices outstanding as of [date]' without itemization, disputes arise over which invoices were actually transferred and at what balance.","Itemize every invoice in Schedule A with obligor name, invoice number, date, and current balance. Reconcile against your AR aging report before signing.",{"mistake":407,"why_it_matters":408,"fix":409},"Omitting a trust-receipt obligation on misdirected payments","If the assignor receives payment from an obligor after assignment and has no contractual duty to hold it in trust, the funds can be commingled and spent before remittance.","Include an express provision requiring the assignor to hold any post-assignment receipts in trust for the assignee and remit them within a defined number of business days.",{"mistake":411,"why_it_matters":412,"fix":413},"Using an indemnification cap set at the purchase price","A warranty breach that triggers third-party litigation can produce losses — including attorneys' fees — that far exceed what the assignee paid for the receivables.","Either remove the indemnification cap for fraud and willful misrepresentation, or set the cap at the full face value of the assigned receivables rather than the discounted purchase price.",[415,418,421,424,427,430,433,436,439],{"question":416,"answer":417},"What is an assignment of accounts receivable?","An assignment of accounts receivable is a legal transaction in which a business (the assignor) transfers ownership of outstanding customer invoices to a third party (the assignee) in exchange for immediate cash. An absolute transfer means the sale is final and irrevocable — the assignee owns the receivables outright, as opposed to pledging them as loan collateral. The assignee then collects directly from the customers who owe the underlying invoices.\n",{"question":419,"answer":420},"What is the difference between an absolute assignment and a collateral assignment of receivables?","In an absolute assignment, the assignor permanently sells the receivables and receives a discounted purchase price. The assignee owns them and bears the collection risk. In a collateral assignment, the assignor pledges the receivables as security for a loan but retains ownership — if the loan is repaid, the pledge is released and the receivables return to the assignor. Lenders treat these structures differently for accounting and insolvency purposes, so choosing the correct form matters significantly.\n",{"question":422,"answer":423},"What is accounts receivable factoring and how does it relate to this agreement?","Factoring is the commercial practice of selling receivables to a factor (a specialized finance company) at a discount in exchange for immediate cash. An Agreement of Absolute Transfer and Assignment of Accounts Receivable is the core legal instrument that documents a factoring transaction. The agreement transfers legal title from the business to the factor, triggering the factor's right to collect from obligors directly.\n",{"question":425,"answer":426},"Is a UCC filing required for an accounts receivable assignment in the US?","Filing a UCC-1 financing statement is not required for the assignment to be valid between the parties, but it is essential to perfect the assignee's interest against third parties — including competing assignees, lien creditors, and a bankruptcy trustee. Without perfection, a subsequent lender who files a UCC-1 first can take priority over the assignee's claim to the same receivables. Always file promptly after execution.\n",{"question":428,"answer":429},"What happens if the obligor does not pay the assigned receivable?","The outcome depends on whether the assignment is with or without recourse. In a recourse structure, the assignee can demand that the assignor buy back the unpaid receivable or reimburse the purchase price allocated to it, typically after a defined cure period. In a non-recourse structure, the assignee absorbs the loss — the assignor has no repayment obligation for credit defaults, though the assignor remains liable for warranty breaches (such as an invoice that was never a valid debt to begin with).\n",{"question":431,"answer":432},"Does the obligor need to consent to the assignment?","In most jurisdictions, no — accounts receivable are generally freely assignable without the obligor's consent unless the underlying contract expressly prohibits assignment. However, the obligor must be notified of the assignment and directed to pay the assignee; payment to the original assignor after proper notice does not discharge the obligor's debt. Some government contracts in the US require notice and acknowledgment under the Assignment of Claims Act.\n",{"question":434,"answer":435},"What representations and warranties should the assignor give?","Standard assignor warranties include: (1) each receivable is a bona fide obligation for completed goods or services; (2) the assignor has authority to sell the receivables; (3) no prior assignment, pledge, or lien exists; (4) no obligor has raised a dispute, set-off, or counterclaim; and (5) the receivable amounts shown on the schedule are accurate as of the effective date. Missing any of these leaves the assignee without a contractual remedy if an undisclosed problem surfaces after closing.\n",{"question":437,"answer":438},"Can accounts receivable be assigned if the underlying contract prohibits assignment?","Many commercial contracts contain anti-assignment clauses. In the US, Article 9 of the UCC generally overrides contractual anti-assignment provisions for monetary receivables — meaning the assignment is still effective even if the underlying contract prohibits it, though the assignor may be liable to the obligor for breach of the underlying contract. Outside the US, enforceability varies — review the specific clause and applicable law before proceeding.\n",{"question":440,"answer":441},"Do I need a lawyer to prepare an assignment of accounts receivable agreement?","For straightforward domestic receivables transactions below $50,000, a well-drafted template is typically sufficient when paired with a UCC search and prompt filing. Engage a lawyer for transactions above $100,000, cross-border assignments, receivables generated under government contracts, or any transaction where the assignor is near insolvency — bankruptcy preference rules can claw back payments made within 90 days of a filing, and a lawyer can structure the transaction to reduce that risk.\n",[443,447,451,455,459,463],{"industry":444,"icon_asset_id":445,"specifics":446},"Manufacturing and Wholesale","industry-manufacturing","High invoice volumes with large obligors make receivables a liquid asset; manufacturers frequently factor 30–90 day trade receivables to fund raw-material purchases and payroll.",{"industry":448,"icon_asset_id":449,"specifics":450},"Staffing and Professional Services","industry-professional-services","Weekly or bi-weekly payroll obligations outpace 30–60 day client payment terms, making receivables assignment a common bridge-financing tool for staffing agencies.",{"industry":452,"icon_asset_id":453,"specifics":454},"Construction and Contracting","industry-construction","Progress-billing receivables on long-cycle projects are frequently assigned to factors; lien waiver coordination and retainage carve-outs require specific schedule and warranty language.",{"industry":456,"icon_asset_id":457,"specifics":458},"Healthcare","industry-healthtech","Medical receivables assignments must account for HIPAA-compliant obligor notification, insurance carrier assignment restrictions, and Medicare/Medicaid anti-assignment regulations.",{"industry":460,"icon_asset_id":461,"specifics":462},"Technology / SaaS","industry-saas","Subscription and milestone-based invoices may require evidence of service delivery before assignment; deferred-revenue and refund-right carve-outs are critical warranty items.",{"industry":464,"icon_asset_id":465,"specifics":466},"Retail and E-commerce","industry-retail","B2B retail receivables — from wholesale accounts and distributors — are commonly assigned; chargebacks and return-allowance set-off rights must be explicitly addressed in the warranty and recourse provisions.",[468,472,476,479],{"vs":469,"vs_template_id":470,"summary":471},"Factoring Agreement","D{FACTORING_AGREEMENT_ID}","A factoring agreement is an ongoing, revolving facility under which a business regularly sells newly generated receivables to a factor on pre-agreed discount and recourse terms. An Agreement of Absolute Transfer is typically a one-time or spot transaction covering a defined batch of receivables listed in a schedule. Factoring agreements reference or incorporate assignment instruments; they are not substitutes for them.",{"vs":473,"vs_template_id":474,"summary":475},"Security Agreement (Collateral Assignment)","D{SECURITY_AGREEMENT_ID}","A security agreement pledges receivables as collateral for a loan without transferring ownership — the assignor retains the receivables and collects them, repaying the lender from proceeds. An absolute transfer permanently conveys ownership; the assignee collects directly. The choice affects balance-sheet treatment, bankruptcy exposure, and obligor notification requirements.",{"vs":86,"vs_template_id":477,"summary":478},"asset-purchase-agreement-D13274","An asset purchase agreement transfers a broad range of business assets — equipment, IP, inventory, contracts, and receivables — as part of a business sale. An assignment of accounts receivable is a narrower instrument covering only the monetary claims owed by customers. In an M&A transaction, receivables assignment is typically a schedule or exhibit within the larger asset purchase agreement, not a standalone document.",{"vs":133,"vs_template_id":480,"summary":481},"D{PROMISSORY_NOTE_ID}","A promissory note is a borrower's written promise to repay a debt on specified terms. An assignment of accounts receivable transfers a third party's existing payment obligation — no new debt is created. Confusing the two structures leads to incorrect UCC filings, accounting treatment errors, and potential re-characterization risk in insolvency.",{"use_template":483,"template_plus_review":487,"custom_drafted":491},{"best_for":484,"cost":485,"time":486},"Domestic receivables transactions under $50,000 with creditworthy obligors and no prior liens","Free","1–2 hours",{"best_for":488,"cost":489,"time":490},"Transactions between $50,000 and $250,000, first-time factoring arrangements, or assignors in financially stressed positions","$400–$900","2–4 days",{"best_for":492,"cost":493,"time":494},"Transactions above $250,000, cross-border or government receivables, insolvency-adjacent situations, or multi-tranche revolving facilities","$2,000–$8,000+","1–3 weeks",[496,501,506,511],{"code":497,"name":498,"flag_asset_id":499,"note":500},"us","United States","flag-us","Article 9 of the UCC governs the assignment of most commercial receivables and overrides contractual anti-assignment clauses for monetary claims. Perfection requires filing a UCC-1 financing statement in the state where the assignor is organized. For government receivables, the Assignment of Claims Act (31 U.S.C. § 3727) imposes additional notice and acknowledgment requirements. Healthcare receivables from Medicare and Medicaid programs have separate regulatory restrictions on assignment.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"ca","Canada","flag-ca","Each province has its own Personal Property Security Act (PPSA) governing the assignment of receivables; registration in the assignor's home province is required for perfection. Quebec follows the Civil Code of Quebec rather than the PPSA, and receivables assignments there are characterized as subrogation or cession de créance, requiring a distinct drafting approach. Quebec contracts must be in French for provincially regulated entities.",{"code":507,"name":508,"flag_asset_id":509,"note":510},"uk","United Kingdom","flag-uk","Under the Law of Property Act 1925, a legal assignment of a debt requires written notice to the obligor to be enforceable at law; an equitable assignment is valid between the parties without notice but gives the assignee fewer enforcement rights. The UK does not have a UCC-equivalent filing system for trade receivables, but charges over book debts created by a company must be registered at Companies House within 21 days of creation under the Companies Act 2006.",{"code":512,"name":513,"flag_asset_id":514,"note":515},"eu","European Union","flag-eu","The EU lacks a unified receivables assignment framework — perfection and priority rules vary significantly by member state. Germany, France, and the Netherlands each have distinct regimes for the transfer and perfection of receivables. The EU's Late Payment Directive (2011/7/EU) affects the underlying invoice obligations but not the assignment mechanics. Cross-border assignments within the EU should specify governing law carefully, as Rome I Regulation determines which member state's law applies to third-party effects.",[517,518,260,519,520,521,522,523,524,525,526,527],"asset-purchase-agreement-D928","non-disclosure-agreement-nda-D12692","promissory-note-D434","loan-agreement-D417","purchase-order-D1411","sales-invoice-D383","credit-note-D13639","independent-contractor-agreement-D160","service-agreement-D12711","agreement-of-purchase-and-sale-of-business-assets-D318","letter-of-intent-D12655",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":141,"secondary_folder":530,"document_type":531,"industry":532,"business_stage":533,"tags":534,"confidence":539},"accounts-receivable","agreement","general","all-stages",[535,530,536,537,538],"legal","assignment","financing","cash-flow",0.95,"\u003Ch2>What is an Agreement of Absolute Transfer and Assignment of Accounts Receivable?\u003C/h2>\n\u003Cp>An \u003Cstrong>Agreement of Absolute Transfer and Assignment of Accounts Receivable\u003C/strong> is a legally binding contract through which a business (the assignor) permanently and irrevocably sells its outstanding customer invoices to a third party (the assignee) — typically a lender, factor, or acquiring entity — in exchange for immediate cash consideration. Unlike a collateral pledge, where receivables are merely hypothecated as security for a loan and revert to the assignor upon repayment, an absolute transfer conveys full legal ownership to the assignee. From the moment of execution and proper notice to obligors, the assignee steps into the assignor's shoes and has the sole right to collect the transferred amounts directly from the customers who owe them.\u003C/p>\n\u003Cp>The agreement functions as both the instrument of transfer and the governing contract for the entire transaction, specifying the exact receivables being sold, the purchase price and discount rate applied, the representations the assignor makes about the validity and encumbrance-free status of each invoice, the recourse or non-recourse structure, and the post-assignment obligations of both parties. It is the foundational document in any receivables financing or factoring arrangement, and its legal effectiveness depends on precise drafting, timely obligor notification, and — in most jurisdictions — a public filing to perfect the assignee's ownership interest against third-party claims.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly drafted absolute transfer agreement, a receivables transaction carries serious legal exposure on multiple fronts. An assignee who relies on a handshake arrangement or a simple invoice schedule has no enforceable warranty if the receivables turn out to be disputed, previously encumbered, or fictitious — and no documented right to pursue the assignor for the resulting loss. An assignor who transfers receivables without a formal agreement risks having the transaction re-characterized as a secured loan in a subsequent bankruptcy, stripping the assignee of the priority ownership position they believed they held. Obligors who are never formally notified can legally discharge their debt by paying the original assignor, leaving the assignee holding an asset that has already been collected by someone else. For assignees, the agreement also provides the legal foundation for a perfecting UCC-1 or PPSA filing — without which a competing creditor who files first takes priority, potentially wiping out the entire investment. This template gives both parties a clear, enforceable record of what was transferred, at what price, on what terms, and with what recourse — so that a straightforward cash-flow transaction does not become an expensive dispute.\u003C/p>\n",1779808963258]