[{"data":1,"prerenderedAt":535},["ShallowReactive",2],{"document-agreement-of-sale-transfer-assignment-of-accounts-receivable-D934":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":184,"customdescription":6,"mdFm":185,"mdProseHtml":534},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"AGREEMENT OF SALE, TRANSFER AND ASSIGNMENT OF ACCOUNTS RECEIVABLE This Agreement of Sale, Transfer and Assignment of Accounts Receivable (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), 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: [COMPANY NAME] (the \"Assignee\"), 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 Assignee has, as of [DATE] at [TIME am/pm], entered into an Asset Sale Agreement (the \"Sale Agreement\") pursuant to which the Assignor sold, transferred, conveyed and assigned to the Assignee certain assets of the Assignor, including inter alia, the accounts receivable relating to the business and operations of the [NUMBER] (the \"Division\") of the Assignor, upon the terms and conditions set out in the said Sale Agreement; WHEREAS the Assignee has entered into this Agreement in order to record their mutual understanding as to the manner in which the said accounts receivable of the Division are sold, transferred, conveyed and assigned by the Assignor to the Assignee; NOW THEREFORE THE PARTIES HEREBY AGREE AS FOLLOWS: 1. PREAMBLE The preamble hereof forms an integral part of this Agreement. 2. SALE, TRANSFER, CONVEYANCE AND ASSIGNMENT As of [DATE] (the \"Effective Date\"), the Assignor hereby sells, transfers, conveys and assigns to the Assignee, hereby accepting, all of the Accounts Receivable of the Division (as defined at section 2.2 hereof) due as of [DATE] or to become due thereafter. The term Accounts Receivable as used herein shall mean all debts, claims and demands of the Division, including, but without limiting the generality of the foregoing, all book debts, together with all judgments and other securities for the said debts, claims and demands of the Division and all other rights in respect thereof which as of the Effective Date or thereafter become vested in the Assignor. As of the Effective Date, the Assignor hereby sells, transfers, conveys and assigns to the Assignee, hereby accepting, all books and accounts, letters, invoices, papers and documents in any way evidencing or relating to all or any of the Accounts Receivable hereby sold, transferred, conveyed and assigned. 3. RIGHTS OF ASSIGNEE 3.1 As of the Effective Date, the Assignee shall have the right to collect, demand, sue for, enforce, recover and receive the Accounts Receivable and to give valid and binding receipts and discharges therefore and in respect thereof. 3.2 All moneys received by the Assignor on or after the Effective Date from the collection of the Accounts Receivable, shall be received in trust for the Assignee and remitted to it forthwith. 4. CONSIDERATION The present sale, transfer, conveyance and assignment is made for and in consideration of the payment of the sum of [AMOUNT] and other good and valuable consideration by the Assignee to the Assignor, receipt whereof is hereby acknowledged by the Assignor, whereof quit. 5. 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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},[96,98],{"label":17,"url":97},"business-legal-agreements",{"label":99,"url":100},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":122,"url":123},"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","3",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},[113,116,119],{"label":114,"url":115},"Finance & Accounting","finance-accounting",{"label":117,"url":118},"Business Loans","business-loan",{"label":120,"url":121},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":125,"descriptionCustom":6,"label":126,"pages":106,"size":127,"extension":10,"preview":128,"thumb":129,"svgFrame":130,"seoMetadata":131,"parents":133,"keywords":132,"url":138},"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":132,"description":6},"non disclosure agreement nda",[134,135],{"label":17,"url":97},{"label":136,"url":137},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":140,"descriptionCustom":6,"label":141,"pages":142,"size":127,"extension":10,"preview":143,"thumb":144,"svgFrame":145,"seoMetadata":146,"parents":148,"keywords":147,"url":152},"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":147,"description":6},"loan agreement",[149,150,151],{"label":114,"url":115},{"label":117,"url":118},{"label":117,"url":118},"/template/loan-agreement-D417",{"description":154,"descriptionCustom":6,"label":155,"pages":156,"size":127,"extension":10,"preview":157,"thumb":158,"svgFrame":159,"seoMetadata":160,"parents":162,"keywords":161,"url":165},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":161,"description":6},"service agreement",[163,164],{"label":17,"url":97},{"label":17,"url":97},"/template/service-agreement-D12711",{"description":167,"descriptionCustom":6,"label":168,"pages":169,"size":170,"extension":10,"preview":171,"thumb":172,"svgFrame":173,"seoMetadata":174,"parents":175,"keywords":182,"url":183},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , 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: [BUYER NAME] (the \"Buyer\"), 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] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale","1",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[176,179],{"label":177,"url":178},"Sales & Marketing","sales-marketing",{"label":180,"url":181},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",false,{"seo":186,"reviewer":199,"quick_facts":203,"at_a_glance":206,"personas":210,"variants":235,"glossary":262,"clauses":296,"how_to_fill":342,"common_mistakes":383,"faqs":408,"industries":436,"comparisons":461,"diy_vs_lawyer":475,"jurisdictions":488,"related_template_ids_curated":509,"schema":521,"classification":522},{"meta_title":187,"meta_description":188,"primary_keyword":189,"secondary_keywords":190,"family":189,"is_canonical":184},"Accounts Receivable Assignment Template (Free Word)","Free accounts receivable assignment agreement template. Transfer unpaid invoices to a buyer or lender. Download in Word, edit online, or export as PDF. Free Word and PDF download.","assignment of accounts receivable agreement",[191,192,193,194,195,196,197,198],"accounts receivable assignment template","assignment of accounts receivable template word","transfer of accounts receivable agreement","accounts receivable purchase agreement","invoice assignment agreement","sale of receivables agreement","accounts receivable financing agreement","receivable transfer agreement template",{"name":200,"credential":201,"reviewed_date":202},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":204,"legal_review_recommended":205,"signature_required":205},"advanced",true,{"what_it_is":207,"when_you_need_it":208,"whats_inside":209},"An Agreement of Sale, Transfer, and Assignment of Accounts Receivable is a legally binding contract in which a business (the Assignor) sells or transfers its right to collect outstanding invoices or debts to a buyer or lender (the Assignee). This free Word download covers the full transfer terms — receivable identification, purchase price, representations, warranties, recourse provisions, and governing law — in a single document you can edit online and export as PDF.\n","Use it when your business needs immediate cash flow by monetizing outstanding invoices, when selling a business unit that includes receivables, or when pledging receivables as collateral to a lender or factoring company. It is also required whenever a third-party financier demands a formal written assignment before advancing funds against your invoice book.\n","Parties and recitals, schedule of assigned receivables, purchase price and payment terms, representations and warranties, recourse or non-recourse election, notice of assignment to account debtors, default and remedies, and governing law with dispute resolution.\n",[211,215,219,223,227,231],{"title":212,"use_case":213,"icon_asset_id":214},"Small business owners","Converting outstanding invoices into immediate working capital","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"CFOs and finance directors","Monetizing the receivables ledger to fund operational expenses or growth","persona-cfo",{"title":220,"use_case":221,"icon_asset_id":222},"Factoring companies and lenders","Documenting the purchase of receivables from a client business","persona-lender",{"title":224,"use_case":225,"icon_asset_id":226},"Business sellers and acquirers","Transferring outstanding invoices as part of a business sale or asset deal","persona-business-seller",{"title":228,"use_case":229,"icon_asset_id":230},"Startup founders","Accessing early-stage financing backed by B2B invoice receivables","persona-startup-founder",{"title":232,"use_case":233,"icon_asset_id":234},"Attorneys and accountants","Drafting or reviewing receivable transfer documents for client transactions","persona-attorney",[236,240,244,247,251,254,258],{"situation":237,"recommended_template":238,"slug":239},"Selling receivables outright with no right of return","Non-Recourse Assignment of Accounts Receivable","assignment-of-accounts-receivable-non-recourse-D180",{"situation":241,"recommended_template":242,"slug":243},"Assigning receivables with seller liability if debtor defaults","Recourse Assignment of Accounts Receivable","assignment-of-accounts-receivable-with-recourse-D181",{"situation":245,"recommended_template":246,"slug":243},"Pledging receivables as loan collateral without selling ownership","Assignment of Accounts Receivable as Security",{"situation":248,"recommended_template":249,"slug":250},"Ongoing revolving sale of new invoices to a factor","Factoring Agreement","non-profit-partnership-agreement-D14023",{"situation":252,"recommended_template":88,"slug":253},"Transferring receivables as part of a full business asset sale","asset-purchase-agreement-D928",{"situation":255,"recommended_template":256,"slug":257},"Assigning a single large invoice rather than a batch","Single Invoice Assignment Agreement","assignment-agreement-D12542",{"situation":259,"recommended_template":260,"slug":261},"Transferring receivables between affiliated entities","Intercompany Receivables Transfer Agreement","agreement-of-transfer-D935",[263,266,269,272,275,278,281,284,287,290,293],{"term":264,"definition":265},"Assignor","The business or individual who originally owns the accounts receivable and is transferring them to a buyer or lender.",{"term":267,"definition":268},"Assignee","The buyer, lender, or factoring company that receives the rights to collect the transferred receivables.",{"term":270,"definition":271},"Account Debtor","The third-party customer or client who owes the underlying debt that is being assigned — the one who will ultimately pay.",{"term":273,"definition":274},"Recourse","A provision requiring the Assignor to buy back or repay the Assignee if the account debtor fails to pay the assigned receivable.",{"term":276,"definition":277},"Non-Recourse","An arrangement in which the Assignee absorbs the risk of non-payment by the account debtor, with no buyback obligation on the Assignor.",{"term":279,"definition":280},"Notice of Assignment","A formal written notification sent to the account debtor informing them that their debt has been transferred and directing future payments to the Assignee.",{"term":282,"definition":283},"Discount Rate","The percentage by which the purchase price falls below the face value of the receivables, representing the Assignee's fee or financing cost.",{"term":285,"definition":286},"Aging Schedule","A breakdown of outstanding invoices grouped by how long they have been unpaid — typically 0–30, 31–60, 61–90, and 90+ days — used to value the receivable portfolio.",{"term":288,"definition":289},"UCC Financing Statement (UCC-1)","A public notice filing in US jurisdictions that perfects the Assignee's security interest in assigned receivables, protecting their priority against other creditors.",{"term":291,"definition":292},"Dilution","The reduction in collectible value of a receivable due to credits, disputes, offsets, or returns — a key risk metric factoring companies use to price their discount rate.",{"term":294,"definition":295},"Concentration Risk","Exposure arising when a large portion of the receivable portfolio is owed by a single account debtor, increasing the Assignee's loss if that debtor defaults.",[297,302,307,312,317,322,327,332,337],{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Parties, Recitals, and Definitions","Identifies the Assignor and Assignee by full legal name, describes the commercial context behind the transaction, and defines all key terms used throughout the agreement.","This Agreement of Sale, Transfer, and Assignment of Accounts Receivable (the 'Agreement') is entered into as of [DATE] by and between [ASSIGNOR LEGAL NAME], a [STATE] [ENTITY TYPE] ('Assignor'), and [ASSIGNEE LEGAL NAME], a [STATE] [ENTITY TYPE] ('Assignee').","Using trade names instead of full registered legal entity names — if the Assignor entity name does not match the entity that owns the receivables, the assignment may be unenforceable against the account debtor.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Schedule of Assigned Receivables","Lists each invoice or account being transferred, including the account debtor's name, invoice number, issue date, due date, and face amount.","Assignor hereby assigns to Assignee all right, title, and interest in the receivables listed in Schedule A attached hereto, including Invoice No. [NUMBER] issued to [DEBTOR NAME] on [DATE] in the amount of $[AMOUNT], due [DUE DATE].","Attaching a vague or incomplete schedule — omitting invoice numbers or debtor names makes it impossible to identify which receivables were transferred, exposing both parties to collection disputes.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Purchase Price, Discount Rate, and Payment Terms","States the amount the Assignee pays for the receivables, the discount applied to face value, and when and how payment is made to the Assignor.","In consideration of the assignment herein, Assignee shall pay Assignor a purchase price equal to [X]% of the face value of the Assigned Receivables (the 'Purchase Price'), totaling $[AMOUNT], payable within [NUMBER] business days of execution by wire transfer to [ACCOUNT DETAILS].","Failing to specify the payment method and timeline — leaving payment terms as 'to be agreed' allows disputes over when the Assignor's liquidity event actually occurs.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Representations and Warranties of the Assignor","The Assignor confirms that the receivables are valid, unpaid, unencumbered, arise from actual delivered goods or services, and are free of setoffs, disputes, or prior assignments.","Assignor represents and warrants that: (a) each Assigned Receivable represents a bona fide obligation of the account debtor arising from goods delivered or services rendered; (b) no receivable has been previously assigned or pledged; and (c) to Assignor's knowledge, no account debtor has raised a dispute, setoff, or counterclaim.","Omitting the warranty that receivables are unencumbered — if a bank already has a blanket lien on receivables under a prior credit facility, the assignment to a new Assignee is junior and potentially invalid.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Recourse or Non-Recourse Election","Clearly states whether the Assignor must repurchase or reimburse the Assignee if an account debtor fails to pay, and defines any conditions or carve-outs.","This assignment is made on a [RECOURSE / NON-RECOURSE] basis. [If recourse:] Assignor shall repurchase any Assigned Receivable that remains unpaid [NUMBER] days after its original due date at the original face value, upon written demand by Assignee.","Leaving the recourse election ambiguous or omitting it entirely — courts have interpreted silent agreements differently, and an unintended recourse obligation can create balance-sheet liability the Assignor did not price into the transaction.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Notice of Assignment to Account Debtors","Requires the Assignor to notify each account debtor in writing that their debt has been transferred and directs them to remit future payments to the Assignee.","Assignor shall, within [NUMBER] business days of execution, deliver a written Notice of Assignment to each account debtor in the form attached as Exhibit B, directing all future payments on the Assigned Receivables to Assignee at [PAYMENT ADDRESS / ACCOUNT].","Delaying or omitting notice to account debtors — if a debtor pays the Assignor after assignment without notice, the Assignor holds funds in trust but the Assignee bears the cost of re-routing payment and potential collection delay.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Collections, Remittance, and Misdirected Payments","Sets out who is responsible for collecting unpaid receivables after assignment and what happens if the Assignor accidentally receives payment that belongs to the Assignee.","Following assignment, Assignee shall be solely responsible for collection of the Assigned Receivables. Should Assignor receive any payment on an Assigned Receivable, Assignor shall hold such payment in trust for Assignee and remit the full amount to Assignee within [NUMBER] business days of receipt.","Not including a misdirected-payment trust clause — without it, an Assignor who receives a debtor payment has no contractual obligation to forward it promptly, creating a cash-flow gap for the Assignee.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Default and Remedies","Defines what constitutes a default by either party — including breach of warranty, failure to pay, or insolvency — and the remedies available, including repurchase obligations and acceleration.","An Event of Default shall occur if: (a) Assignor breaches any representation or warranty; (b) Assignor fails to remit a misdirected payment within [NUMBER] days of receipt; or (c) Assignor becomes insolvent or makes an assignment for the benefit of creditors. Upon an Event of Default, Assignee may demand immediate repurchase of all Assigned Receivables at face value.","Defining default only as non-payment and ignoring warranty breach — if the Assignor misrepresented the collectibility of a receivable, the Assignee needs a contractual remedy beyond chasing the underlying debtor.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Governing Law, Jurisdiction, and Dispute Resolution","Specifies which jurisdiction's law governs the agreement, where disputes will be resolved, and whether arbitration or court litigation applies.","This Agreement shall be governed by the laws of the State of [STATE], without regard to conflict-of-law principles. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Selecting a governing jurisdiction with no meaningful connection to either party's location or the receivables' origin — some states (e.g., California) apply local law regardless of a contrary choice-of-law clause in certain commercial transactions.",[343,348,353,358,363,368,373,378],{"step":344,"title":345,"description":346,"tip":347},1,"Identify the parties using full registered legal names","Enter the Assignor's and Assignee's complete registered legal entity names, states of incorporation, and principal business addresses. Confirm the Assignor is the entity that legally owns the receivables — not a subsidiary, affiliate, or trade name.","Cross-reference your corporate registry filing and the invoice headers to confirm the Assignor name matches exactly.",{"step":349,"title":350,"description":351,"tip":352},2,"Build the Schedule A receivables list","List every invoice being assigned: account debtor name, invoice number, issue date, original due date, and face amount. Include a column for any amounts already partially paid so the net outstanding is clear.","Sort receivables by aging bucket (0–30, 31–60, 61–90 days) — Assignees price older receivables at steeper discounts, and a clear aging schedule prevents price disputes after execution.",{"step":354,"title":355,"description":356,"tip":357},3,"Set the purchase price and discount rate","Agree on the discount applied to face value and calculate the total purchase price. State the payment method (wire transfer is standard), account details, and the number of business days after execution in which payment must be made.","Specify the exact wire transfer details in the body of the agreement or in an attached schedule — not just in a side email — so the payment instruction is part of the binding document.",{"step":359,"title":360,"description":361,"tip":362},4,"Complete the representations and warranties section","Review each warranty carefully against your actual receivables. If any invoice is already subject to a bank lien, UCC filing, or known dispute, disclose it in a schedule of exceptions rather than making an unqualified warranty.","A single undisclosed prior lien can void the entire assignment in a UCC priority dispute — disclose proactively and negotiate around exceptions rather than hoping they go unnoticed.",{"step":364,"title":365,"description":366,"tip":367},5,"Elect recourse or non-recourse treatment","Decide whether the Assignor will buy back uncollected receivables after a defined number of days past due. Non-recourse deals carry higher discount rates; recourse deals are cheaper but leave the Assignor with contingent liability.","If electing recourse, cap the repurchase window at 90 days past the original invoice due date — open-ended recourse obligations can survive for years if account debtors dispute invoices.",{"step":369,"title":370,"description":371,"tip":372},6,"Prepare and send notice of assignment to account debtors","Draft the notice letter using the Exhibit B template, identify each account debtor, and send via a method that creates a delivery record — certified mail, courier with signature, or email with read receipt.","Send the notice to the accounts-payable contact at the debtor, not just the project manager — AP departments route payments and are the ones who need to update their records.",{"step":374,"title":375,"description":376,"tip":377},7,"File a UCC-1 financing statement (US transactions)","In the United States, the Assignee should file a UCC-1 financing statement in the Assignor's state of organization to perfect their interest in the assigned receivables against third-party creditors and a potential bankruptcy trustee.","File the UCC-1 before or on the same day as execution — perfection priority is determined by filing date, not contract date.",{"step":379,"title":380,"description":381,"tip":382},8,"Execute and retain copies","Both parties must sign — and in jurisdictions requiring witnesses or notarization, arrange that at signing. Store fully executed copies in a secure document system accessible to both parties' finance and legal teams.","Use a timestamped e-signature platform so the execution date and sequence are unambiguous — critical if a bankruptcy trustee later challenges the transaction as a preference.",[384,388,392,396,400,404],{"mistake":385,"why_it_matters":386,"fix":387},"Assigning receivables already subject to a prior lien","Most operating credit facilities include a blanket lien on all receivables as collateral. Assigning those receivables without lender consent is a breach of the credit agreement and can void the assignment entirely.","Request a lien search (UCC, PPSA, or equivalent) before execution, and obtain written consent or a lien release from any existing secured lender before proceeding.",{"mistake":389,"why_it_matters":390,"fix":391},"Using a vague or incomplete Schedule A","If the schedule does not identify receivables by invoice number and debtor name, it is impossible to prove which amounts were transferred — account debtors and courts cannot determine where to direct payments or enforce the transfer.","List every assigned invoice individually with invoice number, debtor name, date, and outstanding balance. Attach a signed and dated version as part of the executed document.",{"mistake":393,"why_it_matters":394,"fix":395},"Failing to notify account debtors before they pay the Assignor","An account debtor who pays the original Assignor without notice of assignment is legally discharged from the debt in most jurisdictions. The Assignee loses the receivable value and must pursue the Assignor for reimbursement instead.","Send formal notices to all account debtors simultaneously with or immediately after execution, and confirm delivery with a documented paper trail.",{"mistake":397,"why_it_matters":398,"fix":399},"Leaving the recourse election ambiguous","When the agreement does not clearly elect recourse or non-recourse, courts and arbitrators interpret the gap differently across jurisdictions — exposing the Assignor to unexpected buyback liability or denying the Assignee their expected credit protection.","Include an explicit, clearly labeled clause that states whether the assignment is with or without recourse, and define the specific conditions and timeline that trigger any repurchase obligation.",{"mistake":401,"why_it_matters":402,"fix":403},"Omitting a misdirected-payment trust obligation","Without a contractual obligation to hold and forward misdirected payments in trust, an Assignor who receives debtor payments after assignment has no legal incentive to remit promptly — cash can sit for weeks while the Assignee has no recourse other than a breach claim.","Include an explicit clause requiring the Assignor to hold all post-assignment debtor payments as trustee for the Assignee and remit within a defined window, typically 2–5 business days.",{"mistake":405,"why_it_matters":406,"fix":407},"Skipping UCC-1 perfection in US transactions","An unperfected assignment is subordinate to any subsequent creditor who perfects their interest first, and a bankruptcy trustee can avoid an unperfected assignment entirely under 11 U.S.C. § 544.","File a UCC-1 financing statement in the Assignor's state of organization before or on the execution date. The filing is public, takes under 30 minutes online, and typically costs $20–$30.",[409,412,415,418,421,424,427,430,433],{"question":410,"answer":411},"What is an assignment of accounts receivable?","An assignment of accounts receivable is a contractual transfer in which a business (the Assignor) sells or pledges its right to collect outstanding invoices to a buyer or lender (the Assignee). The Assignee pays the Assignor an agreed amount — typically a percentage of face value — and then collects directly from the underlying customers. It is commonly used to convert unpaid invoices into immediate working capital without taking on traditional debt.\n",{"question":413,"answer":414},"What is the difference between recourse and non-recourse assignment?","In a recourse assignment, the Assignor must repurchase any receivable the account debtor fails to pay — meaning the Assignor bears the credit risk. In a non-recourse assignment, the Assignee absorbs the loss if the debtor defaults, taking on the credit risk themselves. Non-recourse deals typically carry a higher discount rate to compensate the Assignee for accepting that risk. Most factoring arrangements are structured as non-recourse for qualifying invoices.\n",{"question":416,"answer":417},"Do account debtors need to be notified of the assignment?","Yes, in most jurisdictions notice to the account debtor is required to fully perfect the assignment against the debtor. Without notice, a debtor who pays the original Assignor is generally discharged from their obligation under the UCC (Article 9) and equivalent statutes elsewhere. Sending a formal notice of assignment directing future payments to the Assignee protects both parties and ensures payment is routed correctly.\n",{"question":419,"answer":420},"Is a UCC filing required for an assignment of receivables?","In the United States, filing a UCC-1 financing statement is strongly recommended and often required to perfect the Assignee's security interest against third-party creditors and a bankruptcy trustee. Without a timely UCC-1 filing, a subsequent creditor who files first can take priority over the Assignee's interest, and a bankruptcy trustee may void the assignment entirely under the strong-arm clause. Filing should occur on or before the execution date.\n",{"question":422,"answer":423},"What warranties does the Assignor typically make?","Standard warranties include that each assigned receivable arises from bona fide delivered goods or completed services, that the amounts stated are accurate and unpaid, that no receivable has been previously assigned or encumbered, that no account debtor has raised a known dispute or asserted a setoff, and that the Assignor has the legal authority to transfer the receivables. Breaching any warranty typically triggers a repurchase or indemnification obligation.\n",{"question":425,"answer":426},"Can a business assign receivables that are already pledged to a bank?","Not without the bank's consent. Most commercial credit facilities include a blanket lien on all assets, including receivables, under a UCC-1 filing. Assigning receivables to a third party without lender consent is a breach of the credit agreement and may be voidable. Before executing an assignment, conduct a lien search and obtain a written release or consent from any existing secured lender.\n",{"question":428,"answer":429},"What is the difference between factoring and an assignment of receivables?","Factoring is an ongoing commercial arrangement in which a business regularly sells newly generated invoices to a factoring company under a master agreement. An assignment of accounts receivable is typically a one-time or occasional transaction covering a specific batch of invoices. Factoring agreements incorporate assignment mechanics but add ongoing eligibility criteria, concentration limits, advance rate formulas, and monthly fees. For a single liquidity event, a standalone assignment agreement is simpler and more appropriate.\n",{"question":431,"answer":432},"What happens if the Assignor receives payment from a debtor after assignment?","The Assignor holds any such payment as a constructive trustee for the Assignee and is contractually obligated to remit it promptly — typically within 2–5 business days under a well-drafted agreement. Failing to include an explicit misdirected-payment clause is a common drafting error that leaves the Assignee without a clear contractual remedy if the Assignor delays remittance.\n",{"question":434,"answer":435},"Does the agreement need to be notarized?","Notarization is not required for a commercial assignment of receivables to be enforceable in most jurisdictions. However, both parties should sign with witnesses if local practice recommends it, and the Assignee should retain a fully executed original. Using a timestamped e-signature platform provides an auditable execution record that is particularly useful if the transaction is later challenged in a debtor's insolvency proceeding.\n",[437,441,445,449,453,457],{"industry":438,"icon_asset_id":439,"specifics":440},"Manufacturing and Wholesale","industry-manufacturing","Large invoice volumes with extended Net 60–90 terms make receivable assignment a common bridge-financing tool between production and payment.",{"industry":442,"icon_asset_id":443,"specifics":444},"Construction and Contracting","industry-construction","Progress billing and milestone invoices are routinely assigned to lenders or factors to fund ongoing site costs before clients release retainage.",{"industry":446,"icon_asset_id":447,"specifics":448},"Healthcare and Medical Services","industry-healthtech","Insurance reimbursement receivables are frequently assigned to specialty financiers, with HIPAA-compliant notice procedures required alongside standard assignment mechanics.",{"industry":450,"icon_asset_id":451,"specifics":452},"Professional Services","industry-professional-services","Law firms, consultancies, and staffing agencies assign client invoices to access working capital between project completion and client payment cycles.",{"industry":454,"icon_asset_id":455,"specifics":456},"Transportation and Logistics","industry-transportation","Freight invoice factoring relies on assignment agreements to convert per-load receivables into same-day or next-day cash, with broker load confirmations attached as schedule exhibits.",{"industry":458,"icon_asset_id":459,"specifics":460},"Retail and E-commerce","industry-retail","B2B wholesale invoices from large retail buyers — often on Net 30–60 terms — are assigned to factors or supply-chain finance platforms to smooth seasonal cash flow gaps.",[462,465,468,472],{"vs":249,"vs_template_id":463,"summary":464},"D{FACTORING_AGREEMENT_ID}","A factoring agreement is a master contract governing an ongoing, revolving program under which a business regularly sells newly issued invoices to a factor. An assignment of receivables agreement is typically a one-time or occasional transaction covering a defined batch. Factoring agreements add eligibility criteria, advance rate schedules, and monthly fee structures that are unnecessary for a single liquidity event.",{"vs":88,"vs_template_id":466,"summary":467},"asset-purchase-agreement-D12690","An asset purchase agreement transfers a broad set of business assets — equipment, inventory, contracts, IP, and receivables — as part of a business sale. An assignment of receivables agreement transfers only the receivable portfolio, often as a standalone financing transaction with no change in business ownership. Use the asset purchase agreement when buying or selling a business; use the receivable assignment when monetizing invoices independently.",{"vs":469,"vs_template_id":470,"summary":471},"Loan Agreement (Receivables as Collateral)","D{LOAN_AGREEMENT_ID}","A loan agreement secured by receivables pledges the invoices as collateral without transferring ownership — the business retains the receivables and collects them itself, repaying the loan from proceeds. An assignment of receivables transfers ownership outright, with the Assignee collecting directly. The loan structure leaves the borrower responsible for collections; the assignment removes that responsibility and, in non-recourse deals, also removes the credit risk.",{"vs":105,"vs_template_id":473,"summary":474},"promissory-note-D1386","A promissory note is a standalone promise by a borrower to repay a specific sum on a defined schedule — it creates a debt obligation but does not transfer any asset. An assignment of receivables transfers a property right (the right to collect invoices) in exchange for a purchase price. The note is a liability instrument; the assignment is a sale or secured transfer of an asset.",{"use_template":476,"template_plus_review":480,"custom_drafted":484},{"best_for":477,"cost":478,"time":479},"Small business owners assigning straightforward, unencumbered invoices to a known buyer or factoring partner in a single domestic transaction","Free","30–60 minutes",{"best_for":481,"cost":482,"time":483},"Transactions involving receivables subject to existing liens, cross-border debtors, or deal values above $50,000","$400–$900 for a commercial lawyer review","2–4 days",{"best_for":485,"cost":486,"time":487},"Ongoing factoring programs, structured finance transactions, insolvency-adjacent deals, or assignments involving regulated receivables such as healthcare insurance claims","$2,000–$8,000+","1–3 weeks",[489,494,499,504],{"code":490,"name":491,"flag_asset_id":492,"note":493},"us","United States","flag-us","Assignments of receivables in the US are governed primarily by UCC Article 9, which requires a signed security agreement and a UCC-1 financing statement filing to perfect the Assignee's interest. Priority among competing creditors is determined by filing date. California, New York, and Texas each have specific commercial finance disclosure requirements for certain receivable purchase transactions — check state-level regulations before execution.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"ca","Canada","flag-ca","Canadian receivable assignments are governed by provincial Personal Property Security Acts (PPSA), which require a signed security agreement and a PPSA registration to achieve perfection. Quebec follows a distinct civil law regime under the Civil Code, requiring a specific 'hypothec on receivables' rather than a common-law assignment structure. Notice to account debtors is required in all provinces to discharge the debtor's obligation to the original creditor.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"uk","United Kingdom","flag-uk","UK receivable assignments can be structured as legal assignments under s.136 of the Law of Property Act 1925, which requires written notice to the debtor, or as equitable assignments without formal notice. Legal assignments give the Assignee the right to sue the debtor in their own name; equitable assignments require joining the Assignor in any proceedings. UK invoice finance is also subject to FCA regulation where the Assignee carries out regulated activities.",{"code":505,"name":506,"flag_asset_id":507,"note":508},"eu","European Union","flag-eu","EU receivable assignment rules vary significantly by member state. The EU Regulation on the law applicable to the third-party effects of assignments (effective 2025) harmonizes which country's law governs priority disputes, generally pointing to the Assignor's habitual residence. GDPR considerations arise where account debtor information constitutes personal data — the assignment and notice process must comply with applicable data protection requirements. France, Germany, and the Netherlands each have distinct perfection requirements.",[253,510,511,512,513,514,515,516,517,518,519,520],"promissory-note-D434","non-disclosure-agreement-nda-D12692","loan-agreement-D417","service-agreement-D12711","bill-of-sale-D1229","letter-of-intent_acquisition-of-business-D5197","purchase-order-D1411","security-agreement-D915","demand-letter-D13262","independent-contractor-agreement-D160","agreement-of-purchase-and-sale-of-business-assets-D318",{"emit_how_to":205,"emit_defined_term":205},{"primary_folder":97,"secondary_folder":523,"document_type":524,"industry":525,"business_stage":526,"tags":527,"confidence":533},"sales-and-purchase","agreement","general","all-stages",[528,529,530,531,532],"accounts-receivable","assignment","sale-and-purchase","financial-agreement","transfer",0.95,"\u003Ch2>What is an Agreement of Sale, Transfer, and Assignment of Accounts Receivable?\u003C/h2>\n\u003Cp>An \u003Cstrong>Agreement of Sale, Transfer, and Assignment of Accounts Receivable\u003C/strong> is a legally binding contract in which a business (the Assignor) sells or transfers its legal right to collect outstanding invoices — its accounts receivable — to a buyer or lender (the Assignee) in exchange for an agreed purchase price, typically a discounted percentage of the receivables' face value. The agreement identifies the specific invoices being transferred, sets the purchase price and payment timeline, records the Assignor's warranties about the validity and collectibility of those invoices, and elects whether the Assignor retains liability if a customer fails to pay (recourse) or whether the Assignee absorbs that risk (non-recourse). Once executed, the Assignee steps into the Assignor's shoes and is entitled to collect directly from the underlying customers — the account debtors — who must be formally notified of the transfer.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly drafted assignment agreement, a receivable transfer creates significant legal exposure for both parties. An Assignee who purchases receivables without a written agreement has no enforceable warranties to fall back on if the Assignor misrepresented the invoices' validity, no contractual mechanism to recover misdirected payments, and no basis to file a UCC-1 to protect priority against competing creditors or a bankruptcy trustee. For the Assignor, an informal transfer can expose them to unexpected repurchase liability or personal claims from account debtors who received no notice. Businesses that regularly convert invoices to cash through factoring or sale arrangements — including manufacturers, contractors, staffing agencies, and logistics providers — depend on this document to make each transaction legally clean, auditable, and enforceable. This template gives you the complete contractual framework to execute a receivable transfer with confidence.\u003C/p>\n",1781186040360]