[{"data":1,"prerenderedAt":537},["ShallowReactive",2],{"document-assignment-of-accounts-receivable-with-recourse-D181":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":536},{"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 Assignment of Accounts Receivable (the \"Agreement\") is 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 Receivable With Recourse","1",27,"doc","https://templates.business-in-a-box.com/imgs/1000px/assignment-of-accounts-receivable_with-recourse-D181.png","https://templates.business-in-a-box.com/imgs/250px/181.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#181.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Credit & Collection","/templates/credit-collection/",{"label":17,"url":18},"assignment accounts receivable with recourse","Assignment of Accounts Receivable With Recourse Template","https://templates.business-in-a-box.com/imgs/400px/181.png","https://templates.business-in-a-box.com/imgs/600px/181.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,33],{"label":26,"url":27},{"label":31,"url":32},"Finance & Accounting","/templates/finance-accounting/",{"label":34,"url":35},"Accounts 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Accounts","/template/payment-on-specific-accounts-D455","https://templates.business-in-a-box.com/imgs/250px/455.png",{"label":70,"url":71,"thumb":72,"extension":10},"Assignment","/template/assignment-D942","https://templates.business-in-a-box.com/imgs/250px/942.png",{"label":74,"url":75,"thumb":76,"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":78,"url":79,"thumb":80,"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",{"label":82,"url":83,"thumb":84,"extension":10},"Assignment Agreement","/template/assignment-agreement-D12542","https://templates.business-in-a-box.com/imgs/250px/12542.png",{"description":86,"descriptionCustom":6,"label":38,"pages":8,"size":9,"extension":10,"preview":87,"thumb":40,"svgFrame":88,"seoMetadata":89,"parents":90,"keywords":94,"url":95},"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] ","https://templates.business-in-a-box.com/imgs/1000px/assignment-of-accounts-receivable_non-recourse-D180.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#180.xml",{"title":6,"description":6},[91,93],{"label":17,"url":92},"credit-collection",{"label":17,"url":92},"assignment accounts receivable without recourse","/template/assignment-of-accounts-receivable-without-recourse-D180",{"description":97,"descriptionCustom":6,"label":98,"pages":99,"size":100,"extension":10,"preview":101,"thumb":102,"svgFrame":103,"seoMetadata":104,"parents":105,"keywords":112,"url":113},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - 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},[106,109],{"label":107,"url":108},"Legal Agreements","business-legal-agreements",{"label":110,"url":111},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":118,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":123,"keywords":132,"url":133},"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},[124,126,129],{"label":31,"url":125},"finance-accounting",{"label":127,"url":128},"Business Loans","business-loan",{"label":130,"url":131},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":135,"descriptionCustom":6,"label":136,"pages":137,"size":138,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":144,"keywords":143,"url":148},"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",513,"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":143,"description":6},"loan agreement",[145,146,147],{"label":31,"url":125},{"label":127,"url":128},{"label":127,"url":128},"/template/loan-agreement-D417",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":153,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":158,"keywords":161,"url":162},"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},[159,160],{"label":107,"url":108},{"label":107,"url":108},"security agreement","/template/security-agreement-D915",{"description":164,"descriptionCustom":6,"label":165,"pages":8,"size":166,"extension":10,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":171,"keywords":176,"url":177},"Invoice Company: Complete Address: ______________________________________________________ Phone:_________________ Fax: ________________ Email: _____________________ INVOICE #: _____________ DATE: ________________ Bill to: Address: _______________________________________ City: __________________________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Commercial Sales Invoice",42,"https://templates.business-in-a-box.com/imgs/1000px/sales-invoice-D383.png","https://templates.business-in-a-box.com/imgs/250px/383.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#383.xml",{"title":6,"description":6},[172,173],{"label":31,"url":125},{"label":174,"url":175},"Invoices & Receipts","invoice-receipt","sales invoice","/template/sales-invoice-D383",false,{"seo":180,"reviewer":193,"legal_disclaimer":197,"quick_facts":198,"at_a_glance":200,"personas":204,"variants":229,"glossary":258,"clauses":294,"how_to_fill":345,"common_mistakes":386,"faqs":411,"industries":442,"comparisons":467,"diy_vs_lawyer":479,"jurisdictions":492,"related_template_ids_curated":513,"schema":524,"classification":525},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"Assignment of Accounts Receivable With Recourse Template (Free Word)","Free assignment of accounts receivable with recourse template. Transfer receivables to a lender or factor while retaining repayment liability. Free Word and PDF download.","assignment of accounts receivable with recourse",[185,186,187,188,189,190,191,192],"accounts receivable assignment agreement","assignment of receivables template","receivables assignment with recourse","accounts receivable financing agreement","assignment of accounts receivable template word","recourse factoring agreement","receivables transfer agreement","accounts receivable assignment form",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":199,"legal_review_recommended":197,"signature_required":197,"notarization_required":178},"advanced",{"what_it_is":201,"when_you_need_it":202,"whats_inside":203},"An Assignment of Accounts Receivable With Recourse is a legally binding agreement in which a business (the assignor) transfers the right to collect outstanding invoices or receivables to a lender or factor (the assignee) in exchange for immediate cash. The \"with recourse\" provision means the assignor retains liability if the underlying debtor fails to pay — the assignee can demand repayment from the assignor. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF.\n","Use it when a business needs immediate working capital against outstanding invoices but the lender or factor requires the assignor to bear the credit risk of non-collection. It is also used when a lender takes receivables as collateral for a short-term loan.\n","Identification of the parties and the assigned receivables, the purchase price or advance rate, the recourse obligation and repurchase mechanics, representations and warranties about the receivables, notification to debtors, default triggers, and governing law.\n",[205,209,213,217,221,225],{"title":206,"use_case":207,"icon_asset_id":208},"Small business owners","Unlocking cash from unpaid invoices to cover payroll or supplier payments","persona-small-business-owner",{"title":210,"use_case":211,"icon_asset_id":212},"CFOs and finance directors","Structuring short-term working-capital facilities secured by receivables","persona-cfo",{"title":214,"use_case":215,"icon_asset_id":216},"Commercial lenders","Documenting the transfer of receivables while preserving full recourse rights","persona-lender",{"title":218,"use_case":219,"icon_asset_id":220},"Factoring companies","Formalizing recourse factoring arrangements with SME clients","persona-factoring-company",{"title":222,"use_case":223,"icon_asset_id":224},"Startup founders","Monetizing receivables when traditional credit lines are unavailable","persona-startup-founder",{"title":226,"use_case":227,"icon_asset_id":228},"Operations directors","Accelerating cash collection cycles without taking on new debt instruments","persona-operations-director",[230,234,238,242,246,250,254],{"situation":231,"recommended_template":232,"slug":233},"Transferring receivables with no right to seek repayment from the assignor if a debtor defaults","Assignment of Accounts Receivable Without Recourse","assignment-of-accounts-receivable-without-recourse-D180",{"situation":235,"recommended_template":236,"slug":237},"Using receivables as security for a revolving credit line rather than an outright sale","Accounts Receivable Pledge Agreement","repurchase-of-accounts-receivable-agreement-D290",{"situation":239,"recommended_template":240,"slug":241},"Selling a large portfolio of invoices at a discount to a factoring company","Invoice Factoring Agreement","invoice-D12538",{"situation":243,"recommended_template":244,"slug":245},"Assigning a single specific contract's payment rights to a lender","Assignment of Contract","assignment-of-contract-D939",{"situation":247,"recommended_template":248,"slug":249},"Transferring all business assets including receivables as part of a sale","Business Asset Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":251,"recommended_template":252,"slug":253},"Securing a short-term business loan using receivables and other assets","General Security Agreement","security-agreement-D915",{"situation":255,"recommended_template":256,"slug":257},"Notifying debtors that payment obligations have been transferred to a new party","Notice of Assignment","notice-of-assignment-D946",[259,262,265,268,270,273,276,279,282,285,288,291],{"term":260,"definition":261},"Assignor","The business or individual that transfers the right to collect receivables to another party in exchange for an advance or purchase price.",{"term":263,"definition":264},"Assignee","The lender, factor, or financial institution that receives the right to collect the transferred receivables and provides the advance.",{"term":266,"definition":267},"Recourse","The assignee's contractual right to demand repayment from the assignor if an underlying debtor fails to pay the assigned receivable.",{"term":34,"definition":269},"Money owed to a business by its customers for goods delivered or services rendered but not yet paid — represented by outstanding invoices.",{"term":271,"definition":272},"Advance Rate","The percentage of the face value of assigned receivables that the assignee pays upfront — typically 70–90%.",{"term":274,"definition":275},"Reserve Account","The portion of the receivable face value held back by the assignee until the debtor pays, used to cover fees, interest, and any recourse shortfalls.",{"term":277,"definition":278},"Eligible Receivable","An invoice or receivable that meets the assignee's defined criteria for transfer — typically not in dispute, not past due beyond a set threshold, and owed by a creditworthy debtor.",{"term":280,"definition":281},"Factoring","A form of receivables financing in which a business sells its invoices to a third party (a factor) at a discount in exchange for immediate cash.",{"term":283,"definition":284},"Repurchase Obligation","The assignor's duty under a recourse agreement to buy back an assigned receivable from the assignee when the debtor fails to pay within the agreed period.",{"term":286,"definition":287},"Dilution","The reduction in the collectable value of assigned receivables due to disputes, credits, returns, or allowances — a key metric lenders monitor to assess receivables quality.",{"term":289,"definition":290},"Notification Assignment","An assignment arrangement in which the debtor is formally notified that payment must be made directly to the assignee rather than the assignor.",{"term":292,"definition":293},"Concentration Limit","A cap on the proportion of total assigned receivables that may be owed by a single debtor — used by lenders to limit exposure to any one counterparty.",[295,300,305,310,315,320,325,330,335,340],{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Parties and Recitals","Identifies the assignor and assignee as legal entities, states the purpose of the agreement, and establishes that the assignment is made with full recourse against the assignor.","This Assignment of Accounts Receivable With Recourse ('Agreement') 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'). Assignor desires to assign certain Accounts Receivable to Assignee on a recourse basis as set forth herein.","Using trade names instead of registered legal entity names — if the assignor entity name does not match the entity holding the receivables, the assignment may be ineffective against third parties or in bankruptcy.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Description and Schedule of Assigned Receivables","Identifies the specific invoices or receivables being transferred, including debtor names, invoice numbers, face amounts, and due dates, typically in an attached schedule.","Assignor hereby assigns, transfers, and conveys to Assignee all right, title, and interest in the accounts receivable set out in Schedule A attached hereto ('Assigned Receivables'), which schedule identifies each invoice by debtor name, invoice number, date, and face amount totaling $[TOTAL AMOUNT].","Describing receivables in vague terms without a detailed schedule — 'all outstanding invoices' without a schedule makes it impossible to determine which receivables were actually assigned if a dispute arises.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Purchase Price and Advance Rate","States the amount the assignee will pay upfront for the receivables, expressed as a percentage of face value, and how the reserve will be released once collection is complete.","Assignee shall pay Assignor an advance equal to [X]% of the face value of the Assigned Receivables ('Advance Rate'), totaling $[ADVANCE AMOUNT], on or before [FUNDING DATE]. The remaining [Y]% shall be held in a reserve account and released to Assignor upon full collection, less applicable fees.","Not specifying the reserve release timeline or conditions — leaving the reserve mechanics undefined creates disputes when collection is partial or delayed.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Recourse Obligation and Repurchase Mechanics","Defines the assignor's obligation to repay the advance or repurchase the receivable if the debtor does not pay within a specified period, and the mechanics for calculating the repurchase price.","If any Assigned Receivable remains unpaid [90] days after its original due date, Assignor shall, within [10] business days of written notice from Assignee, repurchase such receivable at a repurchase price equal to the advance paid thereon plus accrued fees and interest at [X]% per annum from the funding date.","Setting the recourse trigger period too short — a 30-day recourse trigger on Net 60 invoices means the assignor is liable before the debtor's payment deadline has even passed, exposing the assignor to premature recourse calls.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Representations and Warranties","Statements by the assignor confirming that the receivables are genuine, legally enforceable, free from liens, not in dispute, and that the assignor has authority to assign them.","Assignor represents and warrants that: (a) each Assigned Receivable arises from a bona fide sale of goods or performance of services; (b) Assignor has good and marketable title, free of all liens and encumbrances; (c) no Assigned Receivable is subject to any dispute, offset, or counterclaim; and (d) Assignor has full authority to make this assignment.","Warranting that receivables are 'free from all liens' without first conducting a UCC, PPSA, or Companies House search — if a prior lender has a blanket lien over receivables, this warranty is immediately breached and the assignment may be subordinate.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Notification to Debtors","Specifies whether and when debtors will be notified of the assignment, and directs them to remit payment directly to the assignee.","Assignor shall, within [5] business days of execution, deliver notice to each debtor in the form attached as Exhibit B, directing payment of the Assigned Receivables to Assignee at [PAYMENT INSTRUCTIONS]. All payments received by Assignor on account of Assigned Receivables shall be held in trust and remitted to Assignee within [2] business days of receipt.","Delaying debtor notification while the assignor continues to collect — payments received by the assignor after assignment that are not remitted promptly create commingling issues and may constitute fraud against the assignee in some jurisdictions.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Covenants of the Assignor","Ongoing obligations the assignor must meet during the agreement — such as not re-assigning the same receivables, maintaining adequate records, and promptly reporting disputes or debtor insolvency.","During the term of this Agreement, Assignor covenants that it shall not: (a) assign, pledge, or encumber any Assigned Receivable to any other party; (b) grant any discount, credit, or extension on any Assigned Receivable without Assignee's prior written consent; or (c) accept payment of any Assigned Receivable other than in trust for Assignee.","No prohibition on double-pledging receivables — without this covenant, an assignor can assign the same invoice to a second lender, creating competing claims that can only be resolved by costly litigation.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Events of Default and Remedies","Lists the circumstances that constitute a default by the assignor — such as breach of warranty, insolvency, or failure to repurchase — and the assignee's remedies, including acceleration of all outstanding amounts.","Each of the following shall constitute an Event of Default: (a) Assignor fails to repurchase any Assigned Receivable within the required period; (b) any warranty proves materially inaccurate; (c) Assignor becomes insolvent or makes an assignment for the benefit of creditors; or (d) a receiver or trustee is appointed over Assignor's assets. Upon an Event of Default, all amounts owed shall become immediately due and payable.","Omitting an insolvency-related default trigger — without it, the assignee has no automatic right to accelerate if the assignor files for bankruptcy protection, leaving the assignee as an unsecured creditor.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Fees, Interest, and Charges","Sets out all fees payable by the assignor — including the discount fee, administration fees, and the interest rate on any outstanding recourse obligation — and the calculation method.","Assignor shall pay Assignee: (a) a discount fee of [X]% of the face value of each Assigned Receivable per [30-day] period outstanding; (b) an administration fee of $[AMOUNT] per invoice; and (c) interest on any unpaid recourse obligation at [X]% per annum, calculated daily and compounded monthly.","Expressing fees as a flat percentage without specifying the period — '3% fee' on a receivable can mean 3% for 30 days or 3% for 90 days; the difference in effective annual cost is enormous and creates disputes at settlement.",{"name":341,"plain_english":342,"sample_language":343,"common_mistake":344},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose law governs the agreement and the mechanism for resolving disputes between the parties.","This Agreement shall be governed by and construed in accordance with the laws of [STATE/PROVINCE/COUNTRY], without regard to conflict-of-law principles. Any dispute arising hereunder shall be resolved by binding arbitration in [CITY] under the rules of [AAA/JAMS/ADR INSTITUTE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law that does not correspond to where either party or the debtors are located — this can prevent enforcement of the security interest under the applicable personal property or UCC filing rules.",[346,351,356,361,366,371,376,381],{"step":347,"title":348,"description":349,"tip":350},1,"Identify and verify the legal entities","Enter the full registered legal names of the assignor and assignee — not trade names or abbreviations. Confirm entity type (LLC, corporation, partnership) and state or province of formation for each party.","Run a business registry search before executing. If the assignor is a subsidiary, confirm the parent has not pledged the same receivables under a group-wide credit facility.",{"step":352,"title":353,"description":354,"tip":355},2,"Compile the schedule of assigned receivables","Prepare Schedule A listing every invoice being assigned with the debtor's full legal name, invoice number, invoice date, original due date, and face amount. Confirm the invoices are for goods delivered or services already rendered.","Do not include invoices that are already past due beyond your lender's eligibility threshold — assigning ineligible receivables breaches the warranty clause and triggers immediate recourse.",{"step":357,"title":358,"description":359,"tip":360},3,"Set the advance rate, reserve, and fees","Negotiate and enter the advance rate percentage, reserve percentage, discount fee rate and period, administration fee per invoice, and the interest rate on unpaid recourse obligations. State all amounts and rates in the body of the agreement.","Model the effective annual cost of the facility before signing — a 3% fee per 30 days equates to a 36% annual rate. Compare to alternative financing sources before committing.",{"step":362,"title":363,"description":364,"tip":365},4,"Define the recourse trigger and repurchase mechanics","Set the number of days after the original invoice due date at which an unpaid receivable triggers the repurchase obligation. Confirm the repurchase price formula — advance amount plus fees and accrued interest — is stated precisely.","Set the recourse trigger at least 30 days beyond your longest standard payment term to avoid being called on receivables that are simply slow-paying rather than defaulted.",{"step":367,"title":368,"description":369,"tip":370},5,"Conduct lien and security interest searches","Before executing, search UCC filings (US), PPSA registrations (Canada), or Companies House charges (UK) against the assignor to confirm no prior lender holds a blanket lien over receivables. File or register the new assignment promptly after execution.","File a UCC-1 financing statement within one business day of execution to perfect the assignee's security interest before any competing creditor can file.",{"step":372,"title":373,"description":374,"tip":375},6,"Prepare and send debtor notification letters","Draft notification letters to each debtor directing future payments to the assignee's account. Include the assignee's bank details, the invoice reference numbers, and the effective date of the assignment.","Send notifications by certified mail or a method that generates a delivery record — in a dispute or insolvency, proof of notification determines priority of payment.",{"step":377,"title":378,"description":379,"tip":380},7,"Execute the agreement before funding","Both parties must sign the agreement before any advance is disbursed. Confirm that the signatory for each party has authority to bind the entity — require a corporate resolution or authorization letter for any signing officer not named in organizational documents.","Use a timestamped eSign platform to create an auditable execution record. A signed, dated agreement establishes the perfection date for the security interest in several jurisdictions.",{"step":382,"title":383,"description":384,"tip":385},8,"Register the security interest and file required notices","File the appropriate financing statement in the correct jurisdiction immediately after execution. In the US, file a UCC-1 with the assignor's state of formation. In Canada, register under the applicable provincial PPSA. In the UK, register a charge at Companies House within 21 days.","Failure to perfect the security interest by timely filing means the assignee may lose priority to a subsequent creditor or a bankruptcy trustee — perfection is not optional.",[387,391,395,399,403,407],{"mistake":388,"why_it_matters":389,"fix":390},"Assigning receivables subject to an undisclosed prior lien","If a senior lender already holds a blanket security interest over the assignor's receivables, the new assignee may be subordinate and unable to collect — making the recourse right the only protection, and even that may be impaired in the assignor's insolvency.","Conduct UCC, PPSA, or Companies House searches before execution and require the assignor to obtain a lien release or subordination agreement from any prior secured creditor.",{"mistake":392,"why_it_matters":393,"fix":394},"Failing to perfect the security interest by filing","An unperfected assignment gives the assignee contract rights against the assignor but no priority over other creditors or a bankruptcy trustee — in the assignor's insolvency, the assignee becomes an unsecured creditor for the advance amount.","File a UCC-1 (US), PPSA registration (Canada), or Companies House charge (UK) within one business day of execution. The filing date establishes priority.",{"mistake":396,"why_it_matters":397,"fix":398},"Vague receivables schedule without invoice-level detail","A schedule that lists only totals or debtor names without invoice numbers and amounts creates disputes about which receivables were actually assigned and makes it impossible to track collections and recourse obligations.","Attach a Schedule A with a separate row for every invoice, including debtor legal name, invoice number, invoice date, due date, and face amount.",{"mistake":400,"why_it_matters":401,"fix":402},"Setting the recourse trigger before the debtor's payment deadline","A recourse period shorter than the invoice payment term forces the assignor to repurchase receivables that are technically not yet in default — creating cash flow crises that defeat the purpose of the assignment.","Set the recourse trigger at least 30 days after the original invoice due date and align it with your standard collections practice for the debtor type.",{"mistake":404,"why_it_matters":405,"fix":406},"No debtor notification or delayed notification","Without timely notification, debtors pay the assignor directly; if those funds are not remitted to the assignee, the assignee has no practical collection right and the assignor may be in breach — or worse, facing fraud exposure.","Send written notification to all debtors within five business days of execution and retain delivery confirmation records for each.",{"mistake":408,"why_it_matters":409,"fix":410},"Ambiguous fee structure with no period specified","A discount fee stated as a flat percentage without a defined period is unenforceable in a dispute — courts and arbitrators cannot calculate damages without a clear rate and time basis.","State every fee as a percentage per defined period (e.g., '2.5% per 30 days') and specify whether it is calculated on the face amount or the advance amount.",[412,415,418,421,424,427,430,433,436,439],{"question":413,"answer":414},"What is an assignment of accounts receivable with recourse?","An assignment of accounts receivable with recourse is a financing arrangement in which a business transfers its outstanding invoices to a lender or factor in exchange for an immediate cash advance — typically 70–90% of the invoices' face value. The \"with recourse\" element means the business retains liability if the customer does not pay: the assignee can demand that the assignor repurchase the unpaid receivable or repay the advance. This structure is common in commercial lending and recourse factoring because it shifts credit risk back to the party with the closest relationship to the debtor.\n",{"question":416,"answer":417},"What is the difference between assignment with recourse and without recourse?","In a with-recourse assignment, the assignor bears the credit risk — if the debtor fails to pay, the assignor must repurchase the receivable or repay the advance. In a without-recourse assignment, the assignee absorbs the credit risk of debtor non-payment. Without-recourse arrangements typically carry higher discount fees because the assignee is accepting more risk. Businesses with strong receivables quality often prefer with-recourse terms to obtain a higher advance rate or lower fees, while those with weaker debtor credit prefer without-recourse protection.\n",{"question":419,"answer":420},"Does an assignment of accounts receivable with recourse need to be registered?","In most jurisdictions, yes — to protect the assignee's priority against competing creditors and the assignor's bankruptcy trustee, the security interest must be perfected by filing. In the US, this requires a UCC-1 financing statement filed with the assignor's state of formation. In Canada, registration under the applicable provincial PPSA is required. In the UK, a charge over receivables must be registered at Companies House within 21 days of creation. An unregistered assignment gives the assignee only contractual rights, not priority over other secured creditors.\n",{"question":422,"answer":423},"What makes a receivable 'eligible' for assignment?","Eligibility criteria vary by lender but typically require that the receivable arises from a completed sale or delivered service, is not more than 60–90 days past due, is not subject to any dispute or counterclaim, is owed by a solvent debtor, and is not concentrated beyond a set percentage of the total portfolio. The assignor warrants these conditions at execution, and breaching them typically triggers an immediate recourse obligation regardless of the standard recourse trigger period.\n",{"question":425,"answer":426},"What happens if the debtor pays the assignor instead of the assignee?","Under a properly drafted notification assignment, payments received by the assignor on account of assigned receivables are held in constructive trust for the assignee and must be remitted within the period specified in the agreement — typically two business days. Failure to remit constitutes a breach of the agreement and may trigger an event of default. In some jurisdictions, knowingly diverting assigned funds can constitute fraud. This is why prompt debtor notification and a clear trust-receipt covenant are critical.\n",{"question":428,"answer":429},"Is an assignment of accounts receivable the same as factoring?","They are related but not identical. Factoring is a specific commercial product in which a factor purchases receivables at a discount, typically on an ongoing revolving basis, and often manages the collections process directly. An assignment of accounts receivable is the legal mechanism by which the transfer is effected — it can be used in factoring arrangements, asset-based lending facilities, or one-off financing transactions. Factoring agreements almost always contain an assignment clause; not all assignments are factoring arrangements.\n",{"question":431,"answer":432},"Can a business assign the same receivable to two different lenders?","Not without the consent of the first assignee — doing so constitutes breach of contract and in most jurisdictions creates a fraudulent conveyance or misrepresentation claim. Priority between competing assignees is governed by the order of filing (UCC, PPSA) or, in some jurisdictions, the order of debtor notification. The assignor covenants in the agreement not to re-assign or double-pledge assigned receivables, and violation is typically an immediate event of default.\n",{"question":434,"answer":435},"Does the debtor need to consent to the assignment?","Generally, no — most jurisdictions allow assignment of payment obligations without the debtor's consent unless the underlying contract expressly prohibits assignment. However, the debtor must typically be notified before they are obligated to pay the assignee directly. Some commercial contracts contain anti-assignment clauses; assigning a receivable covered by such a clause may breach the underlying contract even if the assignment is otherwise valid. Always review the underlying contract before assigning its receivables.\n",{"question":437,"answer":438},"What is the tax treatment of a recourse receivables assignment?","Tax treatment depends on whether the arrangement is characterized as a true sale or a secured loan. With recourse, tax authorities in many jurisdictions — including the IRS and CRA — may treat the transaction as a financing (loan) rather than a sale, meaning the assignor continues to recognize the receivables on its balance sheet and the advance is treated as borrowing. This affects income recognition, interest deductibility, and GST/VAT treatment. Consult a tax advisor to confirm the correct accounting and tax characterization before execution.\n",{"question":440,"answer":441},"Do I need a lawyer to prepare this agreement?","For straightforward domestic assignments between established businesses, a high-quality template reviewed by a commercial lawyer is often sufficient. Legal review is strongly recommended when the advance exceeds $100,000, the assignor has existing secured creditors, the debtors are located in multiple jurisdictions, or the agreement will be used as part of a revolving facility. A lawyer can also confirm the correct filing jurisdiction and ensure the recourse mechanics meet local statutory requirements.\n",[443,447,451,455,459,463],{"industry":444,"icon_asset_id":445,"specifics":446},"Manufacturing","industry-manufacturing","Manufacturers with long production cycles and Net 60–90 debtor terms use recourse assignments to bridge the gap between delivery and payment without taking on long-term debt.",{"industry":448,"icon_asset_id":449,"specifics":450},"Wholesale and Distribution","industry-wholesale","Distributors assign large volumes of trade receivables from retail customers to fund inventory replenishment, with recourse terms accepted in exchange for higher advance rates on creditworthy retailer invoices.",{"industry":452,"icon_asset_id":453,"specifics":454},"Construction and Contracting","industry-construction","Contractors assign progress-billing receivables to finance ongoing project costs, with recourse structures common where the project owner's creditworthiness is strong but payment timing is unpredictable.",{"industry":456,"icon_asset_id":457,"specifics":458},"Professional Services","industry-professional-services","Law firms, consultancies, and staffing agencies assign fee receivables from corporate clients to smooth revenue timing, accepting recourse terms because their debtor base is typically investment-grade.",{"industry":460,"icon_asset_id":461,"specifics":462},"Healthcare","industry-healthtech","Private healthcare providers assign insurance and government-payer receivables to factors, with recourse arrangements used for commercial insurer claims where denial rates are low and payment is predictable.",{"industry":464,"icon_asset_id":465,"specifics":466},"Technology / SaaS","industry-saas","SaaS companies with annual prepaid contracts assign deferred revenue receivables to unlock cash for sales hiring and product development, using recourse terms that reflect the low default rates of enterprise software buyers.",[468,470,473,476],{"vs":232,"vs_template_id":233,"summary":469},"A without-recourse assignment transfers both the receivable and the credit risk of non-payment to the assignee. The assignor has no repurchase obligation if the debtor defaults. Without-recourse arrangements carry higher discount fees because the assignee absorbs the default risk. Use without-recourse when your debtors carry uncertain credit quality and you want full protection against non-collection; use with-recourse when your debtors are creditworthy and you want a higher advance rate or lower fees.",{"vs":240,"vs_template_id":471,"summary":472},"D{INVOICE_FACTORING_ID}","A factoring agreement is a commercial product in which a factor buys invoices at a discount on an ongoing revolving basis and typically manages collections directly. An assignment of accounts receivable is the legal mechanism used in a single or limited transaction, where the assignor usually retains the collections relationship. Factoring agreements contain assignment mechanics but add ongoing facility terms, concentration limits, and collections management provisions that a standalone assignment does not.",{"vs":236,"vs_template_id":474,"summary":475},"D{AR_PLEDGE_ID}","A pledge agreement uses receivables as collateral for a loan without transferring legal title — the assignor retains ownership and continues to collect, remitting proceeds to the lender. An assignment transfers legal title to the receivables outright. The pledge structure is used in revolving credit facilities; the assignment is used when the lender or factor wants direct ownership of the specific invoices for accounting and priority reasons.",{"vs":252,"vs_template_id":477,"summary":478},"D{GENERAL_SECURITY_ID}","A general security agreement grants a lender a security interest over all present and future assets of the borrower — including receivables, inventory, and equipment — as collateral for a credit facility. An assignment of accounts receivable is narrower, covering only specific identified invoices. Use a general security agreement for a broad credit facility; use the receivables assignment when the financing is specifically structured around a defined pool of invoices.",{"use_template":480,"template_plus_review":484,"custom_drafted":488},{"best_for":481,"cost":482,"time":483},"Domestic assignments under $100,000 between businesses with no prior liens and straightforward debtor relationships","Free","30–60 minutes to complete; same-day execution possible",{"best_for":485,"cost":486,"time":487},"Assignments over $100,000, transactions involving existing secured creditors, or multi-debtor portfolios","$500–$1,500 for a commercial lawyer review and filing guidance","2–5 business days",{"best_for":489,"cost":490,"time":491},"Revolving receivables facilities, cross-border assignments, regulated industries, or assignments as part of a broader financing transaction","$2,500–$8,000+ for full custom drafting and ongoing facility documentation","2–4 weeks",[493,498,503,508],{"code":494,"name":495,"flag_asset_id":496,"note":497},"us","United States","flag-us","Article 9 of the Uniform Commercial Code governs the assignment of accounts receivable in all 50 states. To perfect the assignee's security interest, a UCC-1 financing statement must be filed in the state where the assignor is organized. Priority among competing assignees is determined by order of filing. Nine-digit federal EIN matching is required on filings to avoid misidentification. California, Texas, and New York each have local filing nuances worth confirming with counsel.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"ca","Canada","flag-ca","Personal Property Security Acts (PPSAs) govern receivables assignments in all common-law provinces. Registration must be made in the province where the assignor's chief executive office is located. Quebec is governed by the Civil Code of Quebec, which uses a distinct 'hypothec on claims' regime rather than a PPSA structure. Assignment fees, priority rules, and registration periods differ by province, with Ontario and British Columbia having the most active commercial lending registries.",{"code":504,"name":505,"flag_asset_id":506,"note":507},"uk","United Kingdom","flag-uk","Assignments of receivables by a company must be registered as a charge at Companies House within 21 days of creation under the Companies Act 2006; failure to register renders the charge void against a liquidator or other creditors. Legal assignments under the Law of Property Act 1925 require written notice to the debtor to be fully effective. Equitable assignments are valid without notice but have lower priority. Scotland has a separate law of assignation with different perfection requirements.",{"code":509,"name":510,"flag_asset_id":511,"note":512},"eu","European Union","flag-eu","The EU Regulation on the law applicable to the third-party effects of assignments of claims (effective May 2023) generally applies the law of the assignor's habitual residence to priority questions in cross-border assignments. Perfection and priority rules vary significantly by member state — France requires acte de cession de créances, Germany uses Abtretung with notification, and the Netherlands requires a deed of assignment. GDPR considerations apply where debtor personal data is transferred as part of the receivables portfolio.",[233,514,515,516,517,253,518,519,520,521,522,523],"assignment-agreement-D12542","asset-purchase-agreement-D928","promissory-note-D434","loan-agreement-D417","sales-invoice-D383","credit-note-D13639","demand-for-extension-of-payment-date-D444","non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","partnership-agreement-D12551",{"emit_how_to":197,"emit_defined_term":197},{"primary_folder":125,"secondary_folder":526,"document_type":527,"industry":528,"business_stage":529,"tags":530,"confidence":535},"accounts-receivable","agreement","general","all-stages",[526,531,532,533,534],"assignment","factoring","recourse","cash-flow",0.95,"\u003Ch2>What is an Assignment of Accounts Receivable With Recourse?\u003C/h2>\n\u003Cp>An \u003Cstrong>Assignment of Accounts Receivable With Recourse\u003C/strong> is a legally binding agreement in which a business (the assignor) transfers its right to collect outstanding invoices to a lender or factoring company (the assignee) in exchange for an immediate cash advance — typically 70–90% of the invoices' face value. The defining feature of the "with recourse" structure is that the assignor retains credit risk: if the underlying customer or debtor fails to pay, the assignee has the contractual right to demand that the assignor repurchase the receivable or repay the advance, plus fees and accrued interest. This distinguishes it from a without-recourse assignment, where the assignee absorbs the cost of debtor default. The agreement is used both in standalone financing transactions and as the legal mechanism underlying ongoing recourse factoring facilities.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly drafted assignment agreement, an advance against receivables creates ambiguity on every critical dimension: which invoices were transferred, who bears the risk of non-payment, when the repurchase obligation triggers, and what fees apply. Lenders and factors will not disburse funds without an executed agreement that perfects their security interest — and without timely filing of a UCC-1, PPSA registration, or Companies House charge, that security interest is unenforceable against competing creditors or a bankruptcy trustee. For the assignor, an undocumented or vaguely drafted agreement leaves the company exposed to open-ended recourse claims, double-pledging allegations, and fee disputes. This template gives both parties a clear, enforceable record of the transfer, the advance mechanics, the recourse trigger, and the notification obligations — reducing the risk of disputes and providing the documentation trail required if either party needs to enforce its rights in court or arbitration.\u003C/p>\n",1781186006662]