[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-assignment-of-accounts-receivable-non-recourse-D180":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":178,"customdescription":6,"mdFm":179,"mdProseHtml":523},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"ASSIGNMENT OF ACCOUNTS RECEIVABLE This is an agreement made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] 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: [NAME] a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] ",null,"Assignment of Accounts 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Agreement","/template/repurchase-of-accounts-receivable-agreement-D290","https://templates.business-in-a-box.com/imgs/250px/290.png",{"label":57,"url":58,"thumb":59,"extension":10},"Accounts Payable Policy","/template/accounts-payable-policy-D13242","https://templates.business-in-a-box.com/imgs/250px/13242.png",{"label":61,"url":62,"thumb":63,"extension":51},"Accounts Payable Ledger","/template/accounts-payable-ledger-D12682","https://templates.business-in-a-box.com/imgs/250px/12682.png",{"label":65,"url":66,"thumb":67,"extension":10},"Payment on Specific Accounts","/template/payment-on-specific-accounts-D455","https://templates.business-in-a-box.com/imgs/250px/455.png",{"label":69,"url":70,"thumb":71,"extension":10},"Assignment","/template/assignment-D942","https://templates.business-in-a-box.com/imgs/250px/942.png",{"label":73,"url":74,"thumb":75,"extension":10},"Non-Retaliation Policy","/template/non-retaliation-policy-D13472","https://templates.business-in-a-box.com/imgs/250px/13472.png",{"label":77,"url":78,"thumb":79,"extension":10},"How to Review Debtors Accounts","/template/how-to-review-debtors-accounts-D12594","https://templates.business-in-a-box.com/imgs/250px/12594.png",{"label":81,"url":82,"thumb":83,"extension":10},"Request for Verification of Receivable During Audit","/template/request-for-verification-of-receivable-during-audit-D458","https://templates.business-in-a-box.com/imgs/250px/458.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":101,"url":102},"NON-PROFIT PARTNERSHIP AGREEMENT This Non-Profit Partnership Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NON-PROFIT ORGANIZATION 1 NAME] (the \"First Partner\"), a non-profit organization organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of business located at: [YOUR COMPLETE ADDRESS] AND: [NON-PROFIT ORGANIZATION 2 NAME] (the \"Second Partner\"), a non-profit organization organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of business located at: [COMPLETE ADDRESS] RECITALS: WHEREAS, the First Partner and the Second Partner share a mutual commitment to [COMMON MISSION OR GOAL], and wish to collaborate to achieve greater impact in [SPECIFIC AREA OF FOCUS]; WHEREAS, the First Partner and the Second Partner have determined that entering into a partnership agreement is the most advantageous form of collaboration for their mutual purposes; WHEREAS, the First Partner and the Second Partner agree to form a non-profit partnership (the \"Partnership\") under [LAW, CODE, OR ACT]; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereto agree as follows: NAME AND DOMICILE Name: The name of the Partnership shall be [PARTNERSHIP NAME]. Principal Place of Business: The principal place of business shall be at [ADDRESS], [CITY], [STATE/PROVINCE], unless relocated by consent of the partners. PURPOSES 2.1 Purpose: The purposes of the Partnership are to engage in the activities of [DESCRIBE NON-PROFIT ACTIVITIES] and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT 3.1 Term: The term of this Agreement shall be for [NUMBER OF YEARS] years, commencing on [START DATE] and terminating on [END DATE], unless sooner terminated by mutual consent of the Parties or by operation of the provisions of this Agreement. ROLES AND RESPONSIBILITIES 4.1 Classification of Partners: Partners shall be classified as active partners, advisory partners, or honorary partners. 4.2 Performance by Partners: Each active partner shall apply all of their experience, training, and ability in discharging their assigned functions within the Partnership and in performing all work necessary or advantageous to further the non-profit goals of the Partnership. CONTRIBUTIONS 5.1 Financial Contributions: Each partner shall contribute [AMOUNT] on or before [DATE], to be used by the Partnership to establish its financial base. Any additional contributions required shall be determined and agreed upon in accordance with the Partnership's mission. 5.2 Non-Financial Contributions: Each partner shall also contribute non-financial resources, including but not limited to time, expertise, and access to networks, as necessary to achieve the Partnership's objectives MANAGEMENT OF THE PARTNERSHIP 6.1 Management Structure: The Partnership shall be managed by [SPECIFY MANAGEMENT BODY OR INDIVIDUALS]. Subject to the limitations specifically contained in this Agreement, the managing body shall have the full, exclusive, and absolute right, power, and authority to manage and control the Partnership and its activities. 6.2 Powers of Management: Without limiting the generality of the foregoing, the managing body shall have the power to: a) Develop and implement strategic plans to achieve the Partnership's goals. b) Oversee the day-to-day operations of the Partnership. c) Manage the Partnership's financial resources. d) Engage in fundraising activities. e) Enter into contracts and agreements on behalf of the Partnership. f) Perform any other acts deemed necessary or appropriate for the Partnership's success. TRANSFER OF PARTNERSHIP INTERESTS 7.1 Restrictions on Transfer: Since the Partnership operates as a non-profit entity, no partner may transfer, assign, or sell any ownership interest in the Partnership, as there is no equity ownership in a non-profit. Any transfer of responsibilities or roles within the Partnership must be mutually agreed upon by all partners in writing. New partners or organizations may only be admitted into the Partnership with the unanimous consent of the existing partners. 7.2 No Equity Rights: As this Partnership is non-profit in nature, partners do not have any right to financial interest or equity in the Partnership. Any funds or assets contributed to the Partnership are considered charitable contributions to further the Partnership's mission and cannot be reclaimed upon withdrawal or termination of a partner's involvement. DISSOLUTION AND TERMINATION OF THE PARTNERSHIP 8.1 Dissolution Events: The Partnership shall be dissolved and its affairs wound up upon the happening of any of the following: a) Mutual agreement of the partners. b) Completion of the Partnership's purpose. c) [OTHER REASONS]. BUSINESS EXPENSES 9.1 Expenses: All expenses incurred in furtherance of the Partnership's objectives, including operational costs, program expenses, and any other relevant costs, shall be paid out of the Partnership's funds. MEETINGS 10.1 Place of Meetings: Meetings of the partners may be held at any place within or without [STATE/PROVINCE], as determined by the partners, but will generally be held at [LOCATION]. 10","Non-Profit Partnership Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/non-profit-partnership-agreement-D14023.png","https://templates.business-in-a-box.com/imgs/250px/14023.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#14023.xml",{"title":93,"description":6},"non-profit partnership agreement",[95,98],{"label":96,"url":97},"Legal Agreements","business-legal-agreements",{"label":99,"url":100},"Partnership Agreements","partnership-agreement","non profit partnership agreement","/template/non-profit-partnership-agreement-D14023",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":88,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":111,"url":117},"ASSIGNMENT This assignment is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), 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: [ASSIGNEE NAME] (the \"Assignee\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Agreed terms Definition and Interpretation The definitions and rules of interpretation in this clause apply in this agreement. Assigned Rights: any and all Intellectual Property Rights that have arisen or will arise in the name of the Assignor as a result of any work done for the Assignee and/or during the Engagement. Engagement: has the meaning given to it in the background of this agreement. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Assignment In consideration of the sum of $[SPECIFY], the Assignor hereby assigns to the Assignee absolutely with full title guarantee any and all his right, title and interest in and to the Assigned Rights, including: the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Intellectual Property Rights; any and all goodwill attaching to the Intellectual Property Rights; and the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Rights whether occurring before, on, or after the date of this agreement. To the extent that the Assignor owns or controls (presently or in the future) any Intellectual Property Rights that block or interfere with the rights assigned to the Assignee under this agreement (\"Related Rights\"), the Assignor hereby grants or will cause to be granted to the Assignee a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide licence (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable the Assignee to exercise all of the rights assigned to the Assignee under this agreement. Warranties The Assignor warrants that: he is the legal and beneficial owner of, and owns all the rights and interests in, the Assigned Rights; he has not licensed or assigned any of the Assigned Rights; the Assigned Rights are free from any security interest, option, mortgage, charge or lien;","Assignment Agreement","3","https://templates.business-in-a-box.com/imgs/1000px/assignment-agreement-D12542.png","https://templates.business-in-a-box.com/imgs/250px/12542.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12542.xml",{"title":111,"description":6},"assignment agreement",[113,114],{"label":96,"url":97},{"label":115,"url":116},"Transfer & Assignment Agreements","transfer-assignment-agreement","/template/assignment-agreement-D12542",{"description":119,"descriptionCustom":6,"label":120,"pages":106,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":135,"url":136},"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},[127,129,132],{"label":30,"url":128},"finance-accounting",{"label":130,"url":131},"Business Loans","business-loan",{"label":133,"url":134},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":138,"descriptionCustom":6,"label":139,"pages":140,"size":88,"extension":10,"preview":141,"thumb":142,"svgFrame":143,"seoMetadata":144,"parents":146,"keywords":145,"url":150},"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":145,"description":6},"loan agreement",[147,148,149],{"label":30,"url":128},{"label":130,"url":131},{"label":130,"url":131},"/template/loan-agreement-D417",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":155,"extension":10,"preview":156,"thumb":157,"svgFrame":158,"seoMetadata":159,"parents":160,"keywords":163,"url":164},"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},[161,162],{"label":96,"url":97},{"label":96,"url":97},"security agreement","/template/security-agreement-D915",{"description":166,"descriptionCustom":6,"label":167,"pages":87,"size":168,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":173,"keywords":176,"url":177},"GUARANTEE AGREEMENT This Guarantee Agreement (the \"Agreement\") is effective [DATE], BETWEEN : [YOUR COMPANY NAME] (the \"Guarantors\"), 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 : [BORROWER NAME] (the \"Borrower\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND : [LENDER NAME] (the \"Lender\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND : [DEBENTURE NAME] (the \"Debenture\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [LENDER] made available, as a loan, the amount of [AMOUNT] to [BORROWER] pursuant to the terms and conditions of a Subscription Agreement entered into between the Lender and the Borrower and to which intervened the Guarantors on [DATE]; any amount will be disburse by [SPECIFY] by the issuance of Debentures, a specimen of which is annexed hereto as [SPECIFY] (the said loans and the issuance of the said debentures, in an aggregate maximum amount of [AMOUNT] plus interests, as same may be amended, supplemented or restated at any time and from time to time, are hereinafter collectively referred to as the \"Debentures\" and individually as a \"Debenture\"); WHEREAS the Guarantors agree to guarantee the obligations of the Corporation under the Debentures for a maximum amount equal to [NUMBER] percent of the amounts owned by the Corporation to [SPECIFY] under the Debentures. NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the sufficiency and receipt of which are hereby acknowledged, the parties hereto have agreed as follows: 1. INTERPRETATION General Interpretation Unless there be something in the subject or the context inconsistent therewith, words importing the singular only shall include the plural and vice versa, and words importing the masculine gender shall include the feminine gender, and vice versa. Division into Articles The division of this Guarantee Agreement into Articles, Sections, subsections, paragraphs and subparagraphs and the insertion of titles are for convenience of reference only and do not affect the meaning or the interpretation of the present Guarantee Agreement. Preamble The preamble to this Guarantee Agreement shall form an integral part hereof, as if at length recited herein. 2. GUARANTEE Object of Guarantee The Guarantors bind and oblige themselves solidarily, absolutely and unconditionally with the Borrower for the due and punctual performance of [NUMBER] percent of all of the Borrower's obligations, undertakings and covenants under each one of the Debenture, expressly renouncing to the benefits of division and discussion. The Guarantors undertake to perform such obligations, undertakings and covenants upon the occurrence of an Event of Default (as this expression is defined in each one of the Debenture) under either one of the Debenture, without notice or demand. Nature of Guarantors' Obligations The Guarantors' obligations hereunder are absolute and unconditional, present and continuing, unlimited, constitute a guarantee of payment and performance and not a guarantee of collection and shall remain in full force and effect until the earlier of (i) the performance in full of all of the Borrower's obligations, undertakings and covenants under each one of the Debenture and (ii) [NUMBER] years following the execution hereof. Each one of the Guarantors hereby acknowledges that this guarantee is not attached to the performance of duties. No Release of the Guarantors","Guarantee Agreement",64,"https://templates.business-in-a-box.com/imgs/1000px/guarantee-agreement-D5194.png","https://templates.business-in-a-box.com/imgs/250px/5194.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5194.xml",{"title":6,"description":6},[174,175],{"label":96,"url":97},{"label":96,"url":97},"guarantee agreement","/template/guarantee-agreement-D5194",false,{"seo":180,"reviewer":193,"quick_facts":197,"at_a_glance":200,"personas":204,"variants":229,"glossary":258,"clauses":292,"how_to_fill":343,"common_mistakes":384,"faqs":409,"industries":437,"comparisons":454,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":511,"classification":512},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"Assignment of Accounts Receivable Non-Recourse | BIB","Free non-recourse assignment of accounts receivable template. Transfer receivables to a buyer without retaining default risk.","assignment of accounts receivable non-recourse",[185,186,187,188,189,190,191,192],"non-recourse accounts receivable assignment template","accounts receivable assignment agreement","non-recourse factoring agreement template","receivables transfer agreement","assignment of receivables template word","non-recourse invoice factoring agreement","accounts receivable purchase agreement template","free accounts receivable assignment template",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":198,"legal_review_recommended":199,"signature_required":199},"advanced",true,{"what_it_is":201,"when_you_need_it":202,"whats_inside":203},"An Assignment of Accounts Receivable (Non-Recourse) is a legally binding agreement in which a business (the Assignor) transfers ownership of outstanding invoices or receivables to a buyer or lender (the Assignee) in exchange for immediate cash, with no right of recourse against the Assignor if the underlying debtor fails to pay. This free Word download lets you document a clean transfer of credit risk, edit terms online, and export as a PDF ready for execution.\n","Use it when you want to convert outstanding invoices into immediate liquidity and are unwilling or unable to guarantee repayment if your customer defaults. It is common in invoice factoring, trade finance, and asset-based lending arrangements where the Assignee accepts the credit risk outright.\n","Identification of the parties and the specific receivables being transferred, the purchase price and payment mechanics, a non-recourse representation eliminating the Assignor's liability for debtor default, warranties about the validity of the assigned receivables, notice and collection procedures, and governing law.\n",[205,209,213,217,221,225],{"title":206,"use_case":207,"icon_asset_id":208},"Small business owners","Converting slow-paying invoices into immediate working capital without personal liability","persona-small-business-owner",{"title":210,"use_case":211,"icon_asset_id":212},"CFOs and finance directors","Structuring a non-recourse factoring facility to improve the balance sheet and reduce credit exposure","persona-cfo",{"title":214,"use_case":215,"icon_asset_id":216},"Factoring companies","Documenting each receivable purchase with an enforceable assignment that transfers title and credit risk","persona-financial-institution",{"title":218,"use_case":219,"icon_asset_id":220},"Staffing agencies","Selling payroll-related receivables to a factor to bridge the gap between billing and payroll funding dates","persona-staffing-agency",{"title":222,"use_case":223,"icon_asset_id":224},"Construction contractors","Assigning progress-billing receivables to a lender to fund ongoing subcontractor and materials payments","persona-contractor",{"title":226,"use_case":227,"icon_asset_id":228},"Exporters and international traders","Transferring foreign buyer receivables non-recourse to a trade finance institution to eliminate country and credit risk","persona-international-employer",[230,234,238,242,246,250,254],{"situation":231,"recommended_template":232,"slug":233},"Assigning receivables but retaining liability if the debtor defaults","Assignment of Accounts Receivable (With Recourse)","assignment-of-accounts-receivable-with-recourse-D181",{"situation":235,"recommended_template":236,"slug":237},"Selling a portfolio of receivables in a single bulk transaction","Receivables Purchase Agreement","purchase-agreement-D12670",{"situation":239,"recommended_template":240,"slug":241},"Pledging receivables as collateral for a revolving credit line","Accounts Receivable Pledge Agreement","repurchase-of-accounts-receivable-agreement-D290",{"situation":243,"recommended_template":244,"slug":245},"Ongoing factoring of multiple invoices under a master facility","Factoring Agreement","non-profit-partnership-agreement-D14023",{"situation":247,"recommended_template":248,"slug":249},"Transferring a single specific debt rather than a trade receivable","Debt Assignment Agreement","secured-lumpsum-promissory-note-agreement-D13041",{"situation":251,"recommended_template":252,"slug":253},"Assigning rights under a contract including payment entitlements","Assignment of Contract","assignment-of-contract-D939",{"situation":255,"recommended_template":256,"slug":257},"Transferring receivables as part of a business sale or acquisition","Asset Purchase Agreement","asset-purchase-agreement-D928",[259,262,265,268,271,274,277,280,283,286,289],{"term":260,"definition":261},"Non-Recourse","A term describing a transfer where the seller has no obligation to repay the buyer if the underlying debtor fails to pay — the buyer absorbs the credit loss.",{"term":263,"definition":264},"Assignor","The original creditor who owns the receivables and transfers them to another party in exchange for immediate payment.",{"term":266,"definition":267},"Assignee","The buyer or lender who purchases the receivables, takes ownership, and assumes the risk of non-payment by the debtor.",{"term":269,"definition":270},"Account Debtor","The customer or third party who owes the underlying invoice amount and whose obligation is being transferred by the assignment.",{"term":272,"definition":273},"Factoring","A financing arrangement in which a business sells its receivables to a third party (factor) at a discount in exchange for immediate cash.",{"term":275,"definition":276},"Purchase Price / Advance Rate","The amount the Assignee pays for the receivable, typically expressed as a percentage of face value — commonly 80–95% depending on credit risk and tenor.",{"term":278,"definition":279},"Notice of Assignment","A written notification sent to the account debtor informing it that ownership of the receivable has transferred and that future payments must be directed to the Assignee.",{"term":281,"definition":282},"Warranty of Collectability","A representation made by the Assignor that the assigned receivable is valid, undisputed, and not subject to any offset, counterclaim, or defence at the time of transfer.",{"term":284,"definition":285},"Dilution","The reduction in a receivable's face value due to credits, disputes, returns, chargebacks, or early-payment discounts — a key risk metric for Assignees in factoring.",{"term":287,"definition":288},"UCC Financing Statement (Form UCC-1)","A public filing in US states that perfects the Assignee's security interest in the assigned receivables, providing priority over other creditors.",{"term":290,"definition":291},"True Sale","A legal determination that the receivable transfer constitutes an outright sale and not a secured loan, which is critical for keeping the assets off the Assignor's balance sheet.",[293,298,303,308,313,318,323,328,333,338],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Parties and recitals","Identifies the Assignor and Assignee by full legal name, describes the commercial relationship giving rise to the receivables, and records the effective date of the assignment.","This Assignment of Accounts Receivable (Non-Recourse) is entered into as of [DATE] between [ASSIGNOR LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Assignor'), and [ASSIGNEE LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Assignee').","Using a trade name instead of the registered legal entity for either party. Enforcement actions and UCC filings require the exact legal name; a mismatch can invalidate the filing or complicate litigation.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Description and schedule of assigned receivables","Identifies the specific invoices, invoice numbers, debtor names, face amounts, and due dates being transferred — either as a schedule attached to the agreement or by reference to a master schedule updated with each advance.","Assignor hereby assigns to Assignee all right, title, and interest in the receivables listed in Schedule A attached hereto, including Invoice Nos. [INVOICE NUMBERS] issued to [DEBTOR NAME(S)] totalling $[FACE VALUE], each due on [DUE DATE(S)].","Attaching a vague or incomplete schedule that omits invoice numbers or face amounts. An insufficiently described receivable may not be enforceable against the account debtor or may fail a perfection challenge.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Purchase price and payment mechanics","States the advance rate (e.g., 85% of face value), the dollar amount payable at closing, the timing of payment, and any reserve holdback to be released upon debtor payment.","Assignee shall pay Assignor [X]% of the aggregate face value of the assigned receivables (the 'Purchase Price'), being $[AMOUNT], within [2] business days of execution. Assignee shall retain a reserve of [X]% pending collection.","Omitting the reserve release mechanism and timeline. Without clear terms for when and how the holdback is returned, disputes arise and the Assignee may delay release indefinitely.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Non-recourse provision","Expressly states that the Assignee bears the full credit risk of debtor non-payment and has no right to demand repayment from the Assignor solely because the account debtor failed to pay.","The assignment made herein is without recourse to Assignor with respect to the failure of any account debtor to pay any assigned receivable solely by reason of the account debtor's financial inability to pay or insolvency.","Drafting the non-recourse clause with broad carve-outs that swallow the protection — for example, excepting 'any disputed amount' without defining 'dispute.' Overly broad carve-outs effectively convert the agreement to a with-recourse arrangement.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Assignor warranties and representations","The Assignor represents that each assigned receivable is genuine, fully earned, not subject to offset or counterclaim, not previously assigned or pledged, and that the Assignor has the legal authority to transfer it.","Assignor represents and warrants that: (a) each assigned receivable is a bona fide, undisputed obligation of the account debtor; (b) the receivable has not been previously assigned or encumbered; (c) the goods or services giving rise to the receivable have been delivered or performed in full.","Omitting the warranty that goods or services have been fully delivered. A receivable for undelivered services can be disputed or reduced by the debtor, exposing the Assignee to a loss the non-recourse provision does not cover.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Notice of assignment to account debtor","Requires the Assignor to promptly notify the account debtor of the assignment and direct all future payments to the Assignee, and specifies the form and timing of that notice.","Assignor shall, within [3] business days of execution, deliver written notice of this assignment to each account debtor in the form set out in Schedule B, directing payment to Assignee at [PAYMENT DETAILS].","Delaying or failing to send the notice of assignment. Until notified, account debtors can validly discharge their obligation by paying the Assignor, leaving the Assignee without recourse against the debtor.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Collections and remittance","Governs who collects payments from the debtor, what happens if the Assignor receives a payment that should go to the Assignee, and the timeline for remitting any misdirected funds.","From and after the effective date, Assignee shall have the sole right to collect the assigned receivables. Any amounts received by Assignor with respect to the assigned receivables shall be held in trust and remitted to Assignee within [2] business days of receipt.","No trust or constructive-trust language for misdirected payments. Without it, a payment received by the Assignor and co-mingled with operating funds may be difficult to recover, especially in an insolvency.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Perfection and further assurances","Requires the Assignor to cooperate in filing any UCC-1 financing statements, notify the Assignee of any disputes or credits that reduce a receivable, and execute any additional documents needed to perfect the transfer.","Assignor shall, at Assignee's request and expense, execute and file any UCC financing statements, amendments, or other documents necessary to perfect Assignee's ownership interest in the assigned receivables in all applicable jurisdictions.","Treating perfection as optional or post-closing. An unperfected assignment in the US gives the Assignee no priority over a subsequent lien creditor or the Assignor's bankruptcy trustee.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Indemnification for warranty breach","Requires the Assignor to indemnify the Assignee for losses arising from a breach of the Assignor's warranties — such as a receivable that turns out to be disputed, already assigned, or based on undelivered services — but not for debtor insolvency.","Assignor shall indemnify and hold Assignee harmless from any loss, cost, or expense arising from a breach of Assignor's representations and warranties, including any reduction in a receivable due to disputes, offsets, or credits existing at the time of assignment.","Conflating warranty-breach indemnification with recourse for non-payment. The indemnity covers Assignor fraud or misrepresentation; the non-recourse clause covers debtor credit failure. Merging the two undermines the non-recourse nature of the transaction.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — typically arbitration or litigation in a named court.","This Agreement is governed by the laws of [STATE/PROVINCE/COUNTRY]. Any dispute shall be resolved by binding arbitration under the rules of [AAA/JAMS/ADRIC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law that differs from the jurisdiction where UCC or PPSA perfection filings are made. Misalignment between the governing law and the perfection jurisdiction can create gaps in the Assignee's priority.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Identify the parties with full legal names","Enter the Assignor's and Assignee's complete registered legal names, jurisdiction of formation, entity type, and principal addresses. Confirm these match the names used on any UCC-1 or PPSA filings you intend to make.","Run a quick corporate registry search before signing to confirm the exact legal name — a one-word mismatch in a UCC filing can subordinate your priority to a later creditor.",{"step":350,"title":351,"description":352,"tip":353},2,"Complete Schedule A with every assigned receivable","List each invoice by number, the account debtor's full legal name, the face amount, the invoice date, and the due date. Attach this schedule to the executed agreement and initial each page.","For ongoing factoring facilities, use a master schedule format that can be updated with each advance rather than amending the core agreement every time.",{"step":355,"title":356,"description":357,"tip":358},3,"Set the purchase price, advance rate, and reserve terms","Enter the agreed advance rate as a percentage of face value, calculate the dollar amount payable at closing, and specify the reserve holdback percentage and the conditions and timeline for its release.","Tie reserve release to a specific trigger — debtor payment confirmed in cleared funds — not to a date. Date-based release gives the Assignee no protection against last-minute payment reversals.",{"step":360,"title":361,"description":362,"tip":363},4,"Draft the non-recourse provision carefully","State clearly that the Assignee has no right of recourse against the Assignor for debtor non-payment due solely to the debtor's financial inability or insolvency. Enumerate any carve-outs narrowly — warranty breach, fraud, or misrepresentation only.","Review each carve-out against the warranties clause. Every exception to non-recourse should map exactly to a specific warranty so the scope of Assignor liability is predictable.",{"step":365,"title":366,"description":367,"tip":368},5,"Prepare and send the notice of assignment","Use the form in Schedule B to notify each account debtor of the transfer in writing, direct payment to the Assignee's designated account, and obtain confirmation of receipt where possible.","Send the notice by a method that creates a delivery record — email with read receipt, courier with signature, or registered mail. Verbal notice is generally insufficient to cut off the debtor's right to pay the Assignor.",{"step":370,"title":371,"description":372,"tip":373},6,"File the UCC-1 financing statement (or PPSA equivalent)","File a UCC-1 in the Assignor's state of formation (for US transactions) or a PPSA financing statement in the Assignor's province (for Canadian transactions) to perfect the Assignee's ownership interest against third-party creditors.","File before or simultaneously with execution, not after. A gap between signing and filing creates a window during which a judgment creditor or trustee in bankruptcy could claim priority.",{"step":375,"title":376,"description":377,"tip":378},7,"Execute with authorized signatures before funding","Both parties must sign before the Assignee advances any funds. Ensure signatories have authority under their respective corporate governance documents — minutes, resolutions, or incumbency certificates if required.","For corporate parties, attach a board resolution or officer's certificate confirming signing authority. Challenges to authority are a common tactic in assignment disputes.",{"step":380,"title":381,"description":382,"tip":383},8,"Store the executed agreement and filing confirmations together","Keep the fully executed agreement, Schedule A, the notice of assignment, proof of debtor notification, and the UCC-1 or PPSA filing confirmation in a single organized file for each transaction.","If the Assignor enters bankruptcy, the Assignee will need to produce all four documents to the trustee quickly — disorganized records can delay enforcement by weeks.",[385,389,393,397,401,405],{"mistake":386,"why_it_matters":387,"fix":388},"Failing to perfect the assignment with a UCC-1 or PPSA filing","An unrecorded assignment gives the Assignee contractual rights against the Assignor but no priority over a subsequent lien creditor or a bankruptcy trustee who can avoid unperfected transfers under §544 of the US Bankruptcy Code.","File the UCC-1 financing statement in the Assignor's state of incorporation on or before the closing date, and confirm filing by retrieving the stamped acknowledgment copy from the Secretary of State.",{"mistake":390,"why_it_matters":391,"fix":392},"Omitting the notice of assignment to the account debtor","Until the account debtor receives notice, it can validly discharge its debt by paying the original creditor (Assignor). The Assignee then holds a purchased receivable with no legal claim against the debtor.","Send written notice to each account debtor on the closing date using a tracked delivery method, and retain proof of receipt as part of the transaction file.",{"mistake":394,"why_it_matters":395,"fix":396},"Drafting carve-outs to the non-recourse clause too broadly","Carve-outs for 'any dispute' or 'any credit' without limiting language can expose the Assignor to recourse liability for events entirely outside its control, effectively rewriting the agreement as a with-recourse assignment.","Limit carve-outs to specific, defined events — Assignor misrepresentation, warranty breach, or fraud — and exclude debtor-side credit events, insolvency, or commercial disputes that arise after assignment.",{"mistake":398,"why_it_matters":399,"fix":400},"Assigning receivables before the underlying goods or services are fully delivered","An account debtor has the right to withhold payment or assert a counterclaim if the Assignor has not fully performed. This reduces the receivable's face value and may trigger the indemnification clause — or, if the non-recourse carve-outs are broad, recourse liability.","Warrant only receivables for which goods have shipped or services have been fully rendered and accepted, and confirm delivery documentation exists before including an invoice on Schedule A.",{"mistake":402,"why_it_matters":403,"fix":404},"Using an incomplete or generic Schedule A","A schedule that references receivables only by debtor name without invoice numbers, amounts, and due dates fails to identify the assigned property with sufficient specificity — courts have refused to enforce assignments that lack adequate identification.","Include invoice number, debtor legal name, face amount, invoice date, and due date for every assigned receivable. Number and initial each page of the schedule at signing.",{"mistake":406,"why_it_matters":407,"fix":408},"Ignoring the difference between a true sale and a secured loan","If a court recharacterizes the assignment as a secured loan rather than a true sale, the Assignee loses off-balance-sheet treatment, the transaction may need to be restructured, and the Assignee's priority in the Assignor's bankruptcy is reduced to that of a secured creditor subject to avoidance powers.","Draft the agreement to reflect outright ownership transfer — use 'purchase and sale' language, set the purchase price at a market discount, and avoid terms like 'loan' or 'borrow.' Have counsel assess true-sale risk for any transaction over $250K.",[410,413,416,419,422,425,428,431,434],{"question":411,"answer":412},"What is a non-recourse assignment of accounts receivable?","A non-recourse assignment of accounts receivable is a legal agreement in which a business sells its outstanding invoices to a buyer — typically a factoring company or lender — and the buyer accepts the full credit risk of debtor non-payment. If the underlying customer fails to pay because of insolvency or financial difficulty, the buyer cannot demand repayment from the original seller. This structure provides the seller with immediate liquidity while transferring credit exposure off its books.\n",{"question":414,"answer":415},"What is the difference between recourse and non-recourse accounts receivable assignment?","In a recourse assignment, the Assignor remains liable to repay the Assignee if the account debtor defaults — the credit risk stays with the seller. In a non-recourse assignment, the Assignee absorbs the loss from debtor non-payment and cannot pursue the Assignor. Non-recourse transactions typically carry a higher discount rate (lower advance rate) because the buyer is pricing in the credit risk it is accepting. The choice between the two depends on the seller's tolerance for contingent liability and the buyer's assessment of debtor creditworthiness.\n",{"question":417,"answer":418},"Does a non-recourse assignment protect the Assignor from all liability?","No. Non-recourse protection covers debtor non-payment due to financial inability or insolvency only. The Assignor remains liable for warranty breaches — for example, if an assigned receivable turns out to be disputed, already pledged, or based on goods that were never delivered. Carve-outs for Assignor fraud and misrepresentation are standard and enforceable. The non-recourse clause does not insulate an Assignor who misrepresents the quality of the receivables being transferred.\n",{"question":420,"answer":421},"Does a non-recourse assignment of receivables need to be filed publicly?","In the United States, filing a UCC-1 financing statement is not required for the assignment to be valid between the parties, but it is required to perfect the Assignee's ownership interest against third-party creditors and the Assignor's bankruptcy trustee. Without a timely UCC-1 filing, a later creditor who files can claim priority. In Canada, a similar filing under the applicable provincial Personal Property Security Act (PPSA) is required for perfection. In the UK and EU, registration requirements vary by jurisdiction and structure.\n",{"question":423,"answer":424},"What is a notice of assignment and must it be sent to the account debtor?","A notice of assignment is a written communication informing the account debtor that the receivable has been transferred and directing future payments to the Assignee. In most jurisdictions, the assignment is valid between the parties without notice, but the account debtor can continue to discharge its obligation by paying the original creditor until it receives notice. Sending notice promptly after execution is essential to protect the Assignee's right to collect directly from the debtor.\n",{"question":426,"answer":427},"What is a 'true sale' and why does it matter for a non-recourse assignment?","A true sale is a legal conclusion that the receivables transfer constitutes a genuine purchase rather than a disguised secured loan. True-sale treatment matters because it keeps the receivables off the Assignor's balance sheet, protects the Assignee from the Assignor's bankruptcy (the assets are no longer part of the estate), and avoids recharacterization risk. Courts assess true-sale based on factors including whether the transfer is absolute, the price reflects market terms, and the Assignor retains no residual economic interest. Professional legal review is recommended for any transaction where true-sale treatment is commercially important.\n",{"question":429,"answer":430},"Can I assign receivables that are not yet due?","Yes. Future or not-yet-due receivables can be assigned in most jurisdictions, provided the underlying obligation exists at the time of assignment — for example, goods have been shipped or services rendered even if the invoice is not yet payable. Assigning receivables before the underlying performance is complete is riskier because the account debtor retains defences that may reduce the receivable's face value, potentially triggering the Assignor's warranty obligations.\n",{"question":432,"answer":433},"How is the purchase price typically calculated in a non-recourse assignment?","The purchase price is usually expressed as an advance rate — a percentage of the receivable's face value — less a discount fee that reflects the Assignee's cost of funds, the tenor of the receivable, and the account debtor's creditworthiness. Advance rates for non-recourse factoring typically range from 80% to 92% of face value. The Assignee may also retain a reserve of 5–15% released upon debtor payment. The effective annual cost to the Assignor can range from 1.5% to 5% per month depending on these variables.\n",{"question":435,"answer":436},"Do I need a lawyer to complete a non-recourse assignment of accounts receivable?","For straightforward domestic transactions with a single creditworthy debtor, a well-drafted template is a strong starting point. Legal review is strongly recommended when the transaction involves amounts over $100K, cross-border receivables, a debtor in a regulated industry, or any situation where true-sale treatment is important for balance-sheet or bankruptcy purposes. Errors in the non-recourse carve-outs, perfection filings, or notice procedures can significantly reduce the Assignee's protection and are difficult to correct after execution.\n",[438,442,446,450],{"industry":439,"icon_asset_id":440,"specifics":441},"Staffing and Recruitment","industry-professional-services","Staffing agencies assign weekly payroll-cycle receivables to factors to bridge the gap between client invoice dates and employee pay dates — a common non-recourse structure given the volume and frequency of assignments.",{"industry":443,"icon_asset_id":444,"specifics":445},"Construction and Contracting","industry-construction","Contractors assign progress-billing receivables to fund subcontractors and materials mid-project; lien-waiver coordination and retainage handling require specific schedule and notice provisions.",{"industry":447,"icon_asset_id":448,"specifics":449},"Manufacturing and Distribution","industry-manufacturing","Manufacturers with long invoice-to-payment cycles (Net 60–90) use non-recourse factoring to smooth cash flow; advance rates depend heavily on debtor concentration and industry default rates.",{"industry":451,"icon_asset_id":452,"specifics":453},"Healthcare","industry-healthtech","Medical practices and clinics assign insurance reimbursement receivables to factors; HIPAA compliance and insurer assignment restrictions require specific consent and notice provisions not found in standard commercial templates.",[455,458,461,464],{"vs":232,"vs_template_id":456,"summary":457},"assignment-of-accounts-receivable-with-recourse-D179","A with-recourse assignment requires the Assignor to repay the Assignee if the account debtor defaults — the credit risk stays with the seller. Non-recourse transfers that risk entirely to the buyer. With-recourse transactions typically carry higher advance rates (lower discount) because the Assignee bears less risk, but they expose the Assignor to contingent liability that must be disclosed on financial statements.",{"vs":244,"vs_template_id":459,"summary":460},"factoring-agreement-D13220","A factoring agreement is a master facility document governing an ongoing, revolving relationship between a factor and a client — covering eligibility criteria, fees, advance rates, reporting obligations, and termination across many transactions. A non-recourse assignment is a transaction-level document used for a single batch of receivables. The factoring agreement typically incorporates individual assignments by reference.",{"vs":240,"vs_template_id":462,"summary":463},"","A pledge agreement uses receivables as collateral for a loan — the Assignor retains ownership and repays the lender from debtor collections, with the lender taking the receivables only on default. A non-recourse assignment transfers outright ownership immediately. The pledge keeps the debt on the Assignor's balance sheet; the assignment (if structured as a true sale) removes it.",{"vs":252,"vs_template_id":465,"summary":466},"assignment-agreement-D13636","An assignment of contract transfers all rights and obligations under an entire contract — including performance duties — to a new party. An assignment of accounts receivable transfers only the payment right arising from a completed transaction, without shifting any ongoing obligations. Use a contract assignment when duties remain to be performed; use a receivables assignment when the only remaining obligation is debtor payment.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Single domestic receivable assignments under $100K with creditworthy debtors and no balance-sheet treatment requirements","Free","30–60 minutes",{"best_for":473,"cost":474,"time":475},"Transactions between $100K–$500K, cross-state or cross-provincial assignments, or situations where perfection filing priority is important","$400–$900","2–4 days",{"best_for":477,"cost":478,"time":479},"Cross-border transactions, true-sale opinion required, healthcare or regulated-industry receivables, or master factoring facilities over $500K","$2,000–$8,000+","1–3 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","Article 9 of the Uniform Commercial Code (UCC) governs the assignment of most commercial receivables. Perfection requires a UCC-1 financing statement filed in the Assignor's state of organization, not the debtor's state. The Assignor's bankruptcy trustee can avoid unperfected assignments under Bankruptcy Code §544. True-sale analysis is critical for securitization or off-balance-sheet treatment, and several states have enacted specific receivables-purchase statutes.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Personal Property Security Acts (PPSA) in each common-law province govern perfection of receivables assignments; filing is made in the Assignor's province of registration. Quebec is governed by the Civil Code of Quebec, which has distinct rules for the assignment (cession) of claims — a notice or acknowledgment by the debtor is required to make the assignment opposable to third parties. Federal Bankruptcy and Insolvency Act provisions mirror US Bankruptcy Code §544 for unperfected assignments.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","English law distinguishes between legal and equitable assignments: a legal assignment under s.136 of the Law of Property Act 1925 requires written notice to the debtor and transfers the full legal right to sue; an equitable assignment is valid without notice but gives the Assignee weaker rights. The Companies Act 2006 requires companies to register certain charges at Companies House, though outright true-sale assignments are typically exempt. Post-Brexit, UK and EU rules diverge on cross-border enforceability.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","The EU Regulation on the law applicable to the third-party effects of assignments (EU 2018/1) generally applies the law of the Assignor's habitual residence to determine priority against third parties, though not all member states have fully implemented it. GDPR is relevant when receivables schedules include personal data of individual debtors. France, Germany, and the Netherlands have distinct domestic requirements for notifying or recording assignments against account debtors, and some member states require notarial involvement for certain commercial assignments.",[233,245,502,503,504,505,506,507,508,509,257,510],"assignment-agreement-D12542","promissory-note-D434","loan-agreement-D417","security-agreement-D915","guarantee-agreement-D5194","accounts-receivable-D308","sales-invoice-D383","business-credit-application-D247","non-disclosure-agreement-nda-D12692",{"emit_how_to":199,"emit_defined_term":199},{"primary_folder":128,"secondary_folder":513,"document_type":514,"industry":515,"business_stage":516,"tags":517,"confidence":522},"accounts-receivable","agreement","general","all-stages",[513,518,519,520,521],"assignment","factoring","non-recourse","cash-flow",0.95,"\u003Ch2>What is an Assignment of Accounts Receivable (Non-Recourse)?\u003C/h2>\n\u003Cp>An \u003Cstrong>Assignment of Accounts Receivable (Non-Recourse)\u003C/strong> is a legally binding agreement in which a business (the Assignor) sells and transfers ownership of one or more outstanding invoices to a buyer or financial institution (the Assignee) in exchange for an immediate cash payment, with no obligation to repay the Assignee if the underlying customer fails to pay. The non-recourse feature is the defining characteristic: once the receivables transfer, the credit risk of debtor default travels with them. The Assignee prices that risk into the discount it applies to the face value of the invoices, and the Assignor walks away from the transaction without a contingent liability on its books.\u003C/p>\n\u003Cp>Unlike a loan secured by receivables, a properly structured non-recourse assignment is designed to function as a true sale — removing the assets from the Assignor's balance sheet and insulating the transferred receivables from the Assignor's bankruptcy estate. The agreement accomplishes this through four interlocking mechanisms: an absolute transfer of title, warranties from the Assignor about the quality and validity of the receivables, a notice to the account debtor redirecting payment, and a UCC-1 or PPSA financing statement that perfects the Assignee's ownership interest against third-party creditors.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a properly documented non-recourse assignment exposes both parties to serious legal and financial risk. For the Assignee — a factor, lender, or investor — an undocumented or improperly perfected purchase gives no enforceable priority over the Assignor's other creditors if the Assignor enters bankruptcy. The receivables can be swept into the estate, and the Assignee is left as an unsecured creditor. For the Assignor, an informally structured arrangement may be recharacterized by a court as a secured loan rather than a true sale, putting the assets back on the balance sheet and triggering debt-covenant violations or accounting restatements.\u003C/p>\n\u003Cp>A clear, well-drafted agreement also resolves the most common operational disputes before they arise: when the holdback reserve gets released, what happens if the debtor disputes an invoice after the assignment, who bears the cost of collection, and which party must cooperate on filing corrections. This template provides the complete legal framework for a defensible, bankrupt-remote transfer of receivables — protecting the Assignee's investment and giving the Assignor clean access to working capital without ongoing contingent liability.\u003C/p>\n",1778773559349]