[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-repurchase-of-accounts-receivable-agreement-D290":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":179,"customdescription":6,"mdFm":180,"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":22},"REPURCHASE OF ACCOUNTS RECEIVABLE This Repurchase of Accounts Receivable (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"First Party\"), 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: [BANK NAME] (the \"Bank\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS First Party and the Bank have entered into a certain Amended and Restated Agreement of Sale and Purchase of Accounts Receivable made as of [DATE] and registered at the registry office for the registration division of [STATE/PROVINCE] on [DATE] under the number [NUMBER] and at the registry office for the registration division of [STATE/PROVINCE] on [DATE] under the number [NUMBER] (the \"Master Agreement\"); WHEREAS pursuant to the Master Agreement, the Bank made several purchases of accounts receivable from First Party and First Party made several sales of accounts receivable to the Bank, including without limitation the Sale Confirmation-Debts and Accounts Receivable signed by First Party on [EFFECTIVE DATE] and accepted by the Bank on [EFFECTIVE DATE], and registered at the registry office for the registration division of [STATE/PROVINCE] on [DATE] under the number [NUMBER] and at the registry office for the registration division of [STATE/PROVINCE] on [EFFECTIVE DATE] under the number [NUMBER]; WHEREAS the Bank and First Party have agreed that First Party shall repurchase all of the outstanding receivables of First Party purchased by the Bank pursuant to the Master Agreement and which have not been repaid in full as of the close of business on [EFFECTIVE DATE] by deposits to the credit of First Party or the Bank (collectively, the \"Outstanding Purchased Receivables\") from the Bank, without recourse and that the Bank shall reassign same to First Party, the whole upon the terms and conditions set forth in this Agreement; WHEREAS the Bank hereby acknowledges to First Party that the last check drawn on trust account number [NUMBER] in the name of \"First Party, in trust for Bank of [COUNTRY] Receivables Management Corporation\" at the [NUMBER] [SPECIFY] branch of the Bank of [COUNTRY] (the \"Trust Account\") was check number [NUMBER] dated [DATE], and has agreed that no further funds shall be withdrawn or check drawn on the Trust Account and that the Bank will cooperate, to the extent necessary, with the removal and replacement of Messrs. [INDIVIDUAL NAME], [INDIVIDUAL NAME], [INDIVIDUAL NAME], [INDIVIDUAL NAME] and [INDIVIDUAL NAME] as signing officers thereon, concurrently herewith or as soon thereafter as may be requested in writing by First Party; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires, or unless expressly provided otherwise herein, all capitalized terms used herein have the meaning ascribed thereto in the Master Agreement. Extended Meanings Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. Interpretation Not Affected by Headings The division of this Agreement into articles and insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Applicable Law This Agreement shall be deemed to have been made in the Province of [STATE/PROVINCE] and shall be interpreted in accordance with and be governed by the [YOUR COUNTRY LAW] of [STATE/PROVINCE] and the [YOUR COUNTRY LAW] of [COUNTRY] applicable therein and each party irrevocably attorns to the jurisdiction of the courts sitting in [STATE/PROVINCE], [STATE/PROVINCE]. Funds All currency amounts referred to in this Agreement are in lawful money of [COUNTRY]. Invalidity If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction. Preamble The preamble forms an integral part of this Agreement. REPURCHASE AND REASSIGNMENT Repurchase and Reassignment",null,"Repurchase of Accounts Receivable Agreement","5",59,"doc","https://templates.business-in-a-box.com/imgs/1000px/repurchase-of-accounts-receivable-agreement-D290.png","https://templates.business-in-a-box.com/imgs/250px/290.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#290.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Business Banking","/templates/business-banking/","repurchase accounts receivable agreement","Repurchase of Accounts Receivable Agreement Template","https://templates.business-in-a-box.com/imgs/400px/290.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":17,"url":18},{"label":33,"url":34},"Accounts Receivable","/templates/accounts-receivable/",[36,40,44,48,52,56,60,64,68,72,76,80,84,104,120,135,152,166],{"label":33,"url":37,"thumb":38,"extension":39},"/template/accounts-receivable-D308","https://templates.business-in-a-box.com/imgs/250px/308.png","xls",{"label":41,"url":42,"thumb":43,"extension":10},"Agreement of Sale, Transfer & Assignment of Accounts Receivable","/template/agreement-of-sale-transfer-assignment-of-accounts-receivable-D934","https://templates.business-in-a-box.com/imgs/250px/934.png",{"label":45,"url":46,"thumb":47,"extension":10},"Agreement of Absolute Transfer and Assignment of Accounts Receivable","/template/agreement-of-absolute-transfer-and-assignment-of-accounts-receivable-D177","https://templates.business-in-a-box.com/imgs/250px/177.png",{"label":49,"url":50,"thumb":51,"extension":10},"Assignment of Accounts Receivable With Recourse","/template/assignment-of-accounts-receivable-with-recourse-D181","https://templates.business-in-a-box.com/imgs/250px/181.png",{"label":53,"url":54,"thumb":55,"extension":10},"Assignment of Accounts Receivable Non-Recourse","/template/assignment-of-accounts-receivable-non-recourse-D180","https://templates.business-in-a-box.com/imgs/250px/180.png",{"label":57,"url":58,"thumb":59,"extension":10},"Repurchase Agreement Equipment","/template/repurchase-agreement-equipment-D1153","https://templates.business-in-a-box.com/imgs/250px/1153.png",{"label":61,"url":62,"thumb":63,"extension":10},"Accounts Payable Policy","/template/accounts-payable-policy-D13242","https://templates.business-in-a-box.com/imgs/250px/13242.png",{"label":65,"url":66,"thumb":67,"extension":39},"Accounts Payable Ledger","/template/accounts-payable-ledger-D12682","https://templates.business-in-a-box.com/imgs/250px/12682.png",{"label":69,"url":70,"thumb":71,"extension":10},"Payment on Specific Accounts","/template/payment-on-specific-accounts-D455","https://templates.business-in-a-box.com/imgs/250px/455.png",{"label":73,"url":74,"thumb":75,"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":77,"url":78,"thumb":79,"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":81,"url":82,"thumb":83,"extension":10},"Checklist Action to Improve Collection of Accounts","/template/checklist-action-to-improve-collection-of-accounts-D183","https://templates.business-in-a-box.com/imgs/250px/183.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":93,"keywords":102,"url":103},"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},[94,96,99],{"label":17,"url":95},"finance-accounting",{"label":97,"url":98},"Business Loans","business-loan",{"label":100,"url":101},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":118,"url":119},"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},[114,117],{"label":115,"url":116},"Legal Agreements","business-legal-agreements",{"label":115,"url":116},"security agreement","/template/security-agreement-D915",{"description":121,"descriptionCustom":6,"label":122,"pages":123,"size":124,"extension":10,"preview":125,"thumb":126,"svgFrame":127,"seoMetadata":128,"parents":130,"keywords":129,"url":134},"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":129,"description":6},"loan agreement",[131,132,133],{"label":17,"url":95},{"label":97,"url":98},{"label":97,"url":98},"/template/loan-agreement-D417",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":124,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":144,"keywords":143,"url":151},"SECURED LUMP-SUM PROMISSORY NOTE AGREEMENT This Secured Lump-Sum Promissory Note Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME], (the \"Issuer\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having an address at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME], (the \"Holder\") company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having an address at: [YOUR COMPLETE ADDRESS] FOR VALUE RECEIVED, the undersigned Issuer hereby promises to pay to the order of the Holder, the maximum Principal Amount of [PRINCIPAL AMOUNT] together with interest on the unpaid Principal Amount (as defined in this Agreement) outstanding from time to time at the rate (or rates) hereafter specified, and all other sums which may be owing to the Holder by the Issuer hereunder. The terms of the Note are as follows: MATURITY DATE AND PAYMENT TERMS This Note will mature, and be due and payable in full, on [DATE] (the \"Maturity Date\") and shall be paid in the lump sum amount of [LUMP SUM AMOUNT TO BE PAID]. INTEREST From and after the date hereof, all outstanding principal of this Note will bear simple interest at the rate of [PERCENT OF INTEREST] per annum. On the date that is [NUMBER OF DAYS] days after the date of this Note, the Issuer shall pay the then accrued interest on this Note. Upon the occurrence and during the continuance of any Event of Default (as hereinafter defined) under this Note, all outstanding principal of this Note shall bear interest at the rate of [PERCENT OF INTEREST] per annum. All outstanding principal and accrued but unpaid interest on this Note shall be payable on the Maturity Date. SECURITY This Note is Secured by a Security Agreement on the Issuer's Property, described as [PROPERTY DESCRIPTION], hereinafter known as the \"Security,\" which shall transfer to the possession and ownership of the Holder immediately in case of Acceleration. The Security may not be sold or transferred without the Holder's consent until the Maturity Date. If the Issuer breaches this provision, the Holder may declare all sums due under this Note immediately due and payable, unless prohibited by applicable law. The Holder shall have the sole option to accept the Security as full payment for the Principal Amount without further liabilities or obligations. If the market value of the Security does not exceed the Principal Amount, the Issuer shall remain liable for the balance due while accruing interest at the maximum rate allowed by law. PREPAYMENT The Issuer may prepay this Note prior to the Maturity Date, without premium or penalty, upon written notice to the Holder. EVENTS OF DEFAULT The occurrence of any one or more of the following events shall constitute an \"Event of Default\" under this Note: the failure of the Issuer to pay any sum due under this Note when due, whether by demand or otherwise, and such sum remains unpaid for five (5) days after the Due Date; and any other Event of Default described in the Security Agreement that might be signed between the Parties regarding the Property that is pledged as collateral to the loan. RIGHTS AND REMEDIES UPON DEFAULT ","Secured Lumpsum Promissory Note Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/secured-lumpsum-promissory-note-agreement-D13041.png","https://templates.business-in-a-box.com/imgs/250px/13041.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13041.xml",{"title":143,"description":6},"secured lumpsum promissory note agreement",[145,148],{"label":146,"url":147},"Business Plan Kit","business-plan-kit",{"label":149,"url":150},"Business Procedures","business-procedures","/template/secured-lumpsum-promissory-note-agreement-D13041",{"description":153,"descriptionCustom":6,"label":154,"pages":87,"size":124,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":160,"keywords":159,"url":165},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":159,"description":6},"non disclosure agreement nda",[161,162],{"label":115,"url":116},{"label":163,"url":164},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":167,"descriptionCustom":6,"label":168,"pages":87,"size":124,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":174,"keywords":177,"url":178},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":173,"description":6},"letter of intent_acquisition of business",[175,176],{"label":115,"url":116},{"label":115,"url":116},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":181,"reviewer":194,"quick_facts":198,"at_a_glance":201,"personas":205,"variants":230,"glossary":258,"clauses":291,"how_to_fill":341,"common_mistakes":382,"faqs":407,"industries":435,"comparisons":452,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":512,"classification":513},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Repurchase of Accounts Receivable Agreement Template | BIB","Free repurchase of accounts receivable agreement template. Covers purchase price, repurchase obligations, representations, and remedies.","repurchase of accounts receivable agreement",[186,187,188,189,190,191,192,193],"accounts receivable repurchase agreement template","receivables repurchase agreement","ar repurchase agreement","accounts receivable buyback agreement","repurchase agreement template word","accounts receivable agreement template","receivables financing agreement","repurchase of receivables contract",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":199,"legal_review_recommended":200,"signature_required":200},"advanced",true,{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A Repurchase of Accounts Receivable Agreement is a legally binding contract under which a seller who previously sold receivables to a buyer (such as a factor or financial institution) agrees to repurchase specific receivables when defined trigger conditions occur — typically non-payment, dispute, or breach of representations. This free Word download provides a structured, attorney-reviewed starting point you can edit online and export as PDF to formalize repurchase obligations between commercial parties.\n","Use it when a factoring arrangement, receivables purchase facility, or asset-backed lending transaction requires the originating seller to take back receivables that fail to perform, are disputed by the underlying debtor, or were misrepresented at the time of sale. It is also used when two parties wish to unwind or partially reverse a prior receivables sale.\n","Identification of the parties and the specific receivables subject to repurchase, the repurchase price formula, trigger events that activate the repurchase obligation, seller representations and warranties about receivable quality, indemnification provisions, and remedies available to the buyer upon non-performance.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Factoring companies","Enforcing repurchase rights when a seller's receivable defaults or is disputed","persona-financial-institution",{"title":211,"use_case":212,"icon_asset_id":213},"CFOs and finance directors","Documenting repurchase obligations under a broader receivables sale facility","persona-cfo",{"title":215,"use_case":216,"icon_asset_id":217},"Commercial lenders","Protecting asset-backed lending positions through contractual repurchase triggers","persona-commercial-lender",{"title":219,"use_case":220,"icon_asset_id":221},"Small and mid-size business owners","Formalizing terms under which sold receivables can be returned to avoid factoring penalties","persona-small-business-owner",{"title":223,"use_case":224,"icon_asset_id":225},"Corporate counsel","Standardizing repurchase mechanics across multiple receivables sale transactions","persona-corporate-counsel",{"title":227,"use_case":228,"icon_asset_id":229},"Accounts receivable managers","Tracking and managing repurchase events triggered by debtor disputes or non-payment","persona-ar-manager",[231,235,239,243,247,251,254],{"situation":232,"recommended_template":233,"slug":234},"Selling a portfolio of invoices to a third-party factor with recourse","Accounts Receivable Purchase Agreement (Recourse)","assignment-of-accounts-receivable-with-recourse-D181",{"situation":236,"recommended_template":237,"slug":238},"Permanently selling receivables with no obligation to take them back","Accounts Receivable Purchase Agreement (Non-Recourse)","assignment-of-accounts-receivable-non-recourse-D180",{"situation":240,"recommended_template":241,"slug":242},"Using receivables as collateral for a revolving credit line","Accounts Receivable Pledge Agreement","repurchase-of-accounts-receivable-agreement-D290",{"situation":244,"recommended_template":245,"slug":246},"Unwinding an entire factoring facility and returning all purchased receivables","Factoring Agreement Termination and Settlement","settlement-agreement-D916",{"situation":248,"recommended_template":249,"slug":250},"Buyer and seller need a master agreement covering ongoing receivables sales","Master Receivables Purchase Agreement","master-agreement-sale-of-merchandise-D1246",{"situation":252,"recommended_template":253,"slug":242},"Documenting the initial sale of receivables before repurchase rights arise","Accounts Receivable Purchase Agreement",{"situation":255,"recommended_template":256,"slug":257},"Assigning specific invoices to a third party for collection","Assignment of Accounts Receivable Agreement","agreement-of-sale-transfer-assignment-of-accounts-receivable-D934",[259,261,264,267,270,273,276,279,282,285,288],{"term":33,"definition":260},"Amounts owed to a business by its customers for goods delivered or services rendered but not yet paid.",{"term":262,"definition":263},"Repurchase Obligation","A contractual duty requiring the original seller of receivables to buy back specific receivables from the purchaser upon defined trigger events.",{"term":265,"definition":266},"Repurchase Price","The amount the seller must pay to reacquire a receivable, typically the outstanding face value plus any accrued fees or charges owed to the buyer.",{"term":268,"definition":269},"Trigger Event","A specified condition — such as debtor default, dispute, dilution, or misrepresentation — that activates the seller's repurchase obligation.",{"term":271,"definition":272},"Recourse Factoring","A receivables sale arrangement where the seller retains the risk of non-payment and must repurchase receivables the buyer cannot collect.",{"term":274,"definition":275},"Non-Recourse Factoring","A receivables sale where the buyer absorbs the credit risk of debtor non-payment and the seller has no repurchase obligation for defaults.",{"term":277,"definition":278},"Dilution","The reduction in the collectible value of a receivable due to credits, returns, disputes, set-offs, or contra accounts — a common repurchase trigger.",{"term":280,"definition":281},"Eligible Receivable","A receivable that meets the buyer's criteria for purchase — typically undisputed, current, and free of encumbrances — as defined in the governing purchase agreement.",{"term":283,"definition":284},"Reserve Account","A portion of the purchase price withheld by the buyer as a buffer against dilution and repurchase events, released to the seller after collection.",{"term":286,"definition":287},"Perfected Security Interest","A security interest in receivables that has been properly filed and recorded under applicable law (e.g., UCC Article 9 in the US) so it is enforceable against third parties.",{"term":289,"definition":290},"Indemnification","A contractual obligation requiring one party to compensate the other for losses, costs, or damages arising from defined events, such as a seller's breach of representations.",[292,297,302,307,312,317,322,327,331,336],{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Parties and recitals","Identifies the seller (original receivables owner) and the buyer (factor or financial institution) by legal name, and summarizes the background of the prior receivables sale being referenced.","This Repurchase of Accounts Receivable Agreement (the 'Agreement') is entered into as of [DATE] between [SELLER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Seller'), and [BUYER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Buyer'), with reference to the Accounts Receivable Purchase Agreement dated [PRIOR AGREEMENT DATE].","Referencing the prior purchase agreement by a colloquial name rather than its exact title and date, making the connection between the two documents legally ambiguous.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Identification of repurchased receivables","Precisely identifies which receivables are subject to repurchase — by invoice number, debtor name, face amount, and original sale date — so there is no dispute about which assets are changing hands.","Seller agrees to repurchase the receivables identified in Schedule A (each a 'Repurchased Receivable'), including Invoice No. [INVOICE NUMBER] issued to [DEBTOR NAME] in the face amount of $[AMOUNT], originally purchased by Buyer on [PURCHASE DATE].","Attaching a Schedule A that references invoice totals without individual invoice numbers, making it impossible to trace specific receivables in an accounting system or dispute resolution.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Repurchase price and payment mechanics","States the exact amount the seller must pay to repurchase each receivable, how the price is calculated, the currency, and the deadline and method of payment.","The repurchase price for each Repurchased Receivable shall equal the outstanding face value as of the repurchase date, plus any fees, charges, or reserves withheld by Buyer attributable to such receivable, less any collections received by Buyer prior to the repurchase date. Payment shall be made by wire transfer in [CURRENCY] to Buyer's account set out in Schedule B within [X] business days of the Trigger Event.","Failing to specify whether the repurchase price is reduced by partial collections already received, which leads to disputes about whether the seller is paying for value already recovered by the buyer.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Trigger events","Defines the specific conditions that obligate the seller to repurchase a receivable — such as debtor non-payment after a set period, dilution above a threshold, or breach of seller representations.","Seller's repurchase obligation is triggered upon the occurrence of any of the following: (a) the Repurchased Receivable remains unpaid for more than [X] days after its original due date; (b) the underlying debtor disputes the receivable in whole or in part; (c) the face value of the receivable is reduced by dilution exceeding [X]%; or (d) Seller breaches any representation or warranty made with respect to such receivable.","Drafting trigger events so broadly that routine payment delays or minor disputes automatically activate repurchase — creating operational burden and potential seller liquidity pressure not intended by either party.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Seller representations and warranties","Records the seller's promises about the quality and validity of each receivable at the time of original sale — that it was genuine, undisputed, properly documented, and free of encumbrances.","Seller represents and warrants that, as of the original purchase date of each Repurchased Receivable: (a) the receivable arose from a bona fide sale of goods or services; (b) the stated amount is correct and undisputed; (c) the receivable is free and clear of all liens, encumbrances, and set-off rights; and (d) Seller had full authority to sell the receivable to Buyer.","Copying generic representations from a sale agreement without tailoring them to confirm that the specific trigger event constitutes a breach of the original rep — which is what activates the repurchase obligation.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Repurchase procedure and notice","Sets out the process for exercising the repurchase right — who provides notice, in what form, within what timeframe, and what documentation must accompany the repurchase demand.","Buyer shall provide written notice to Seller (a 'Repurchase Notice') within [X] business days of becoming aware of a Trigger Event. The Repurchase Notice shall specify the receivable, the applicable Trigger Event, and the repurchase price. Seller shall complete repurchase within [X] business days of receipt.","No notice period or notice requirement at all, leaving the seller with no lead time to arrange liquidity and the buyer with no documented demand trail if the seller disputes the repurchase obligation.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Transfer of title and documentation","Confirms that upon payment of the repurchase price, all rights, title, and interest in the receivable revert to the seller, and requires the buyer to return or destroy related documentation.","Upon receipt of the repurchase price, Buyer hereby reassigns and transfers to Seller all right, title, and interest in and to each Repurchased Receivable, free and clear of any claims by Buyer. Buyer shall promptly return to Seller all original invoices, supporting documentation, and any UCC or PPSA filings related to the Repurchased Receivables.","Neglecting to require the buyer to discharge or release any financing statement (UCC-1 or PPSA) filed against the receivable, leaving the seller unable to re-sell or pledge the receivable to a new buyer.",{"name":289,"plain_english":328,"sample_language":329,"common_mistake":330},"Requires the seller to compensate the buyer for losses, costs, and legal expenses arising from the seller's breach of representations or failure to repurchase on time.","Seller shall indemnify, defend, and hold harmless Buyer and its affiliates, officers, and employees from and against any losses, damages, claims, costs, and expenses (including reasonable attorneys' fees) arising from: (a) any breach of Seller's representations or warranties; or (b) Seller's failure to pay the repurchase price within the required timeframe.","Omitting a cap on indemnification liability, which can expose the seller to claims far exceeding the value of the repurchased receivables if ancillary losses (such as the buyer's lost yield on the entire portfolio) are included.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Remedies and default","States what the buyer can do if the seller fails to repurchase as required — including set-off against reserves, acceleration of other obligations, and the right to seek specific performance or monetary damages.","Upon Seller's failure to pay the repurchase price when due, Buyer may, without further notice: (a) set off the repurchase price against any reserve or amounts otherwise owed to Seller; (b) declare all obligations of Seller under this Agreement immediately due and payable; and (c) pursue any remedy available at law or in equity, including specific performance.","Failing to include a set-off right against the reserve account, which is often the fastest and least contentious remedy — forcing the buyer into litigation for amounts that could be resolved administratively.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — through arbitration, mediation, or litigation in a named court.","This Agreement is governed by the laws of [STATE/PROVINCE/COUNTRY], without regard to its conflict-of-laws rules. Any dispute arising hereunder shall be submitted to binding arbitration administered by [AAA / JAMS / applicable body] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law different from the jurisdiction where the underlying receivables were originated, which can create conflicts between the repurchase agreement and the UCC or PPSA perfection rules governing the original sale.",[342,347,352,357,362,367,372,377],{"step":343,"title":344,"description":345,"tip":346},1,"Identify the parties and reference the prior purchase agreement","Enter each party's full registered legal name and jurisdiction of formation. Locate and reference the original accounts receivable purchase agreement by its exact title, date, and any assigned reference number.","Cross-check the entity names against the original purchase agreement — a mismatch between the two documents can render the repurchase obligation ambiguous.",{"step":348,"title":349,"description":350,"tip":351},2,"Complete Schedule A with specific receivable details","List every receivable subject to repurchase by invoice number, debtor legal name, original face amount, purchase date, and current outstanding balance. Do not use aggregate totals.","Pull invoice data directly from your accounting system rather than relying on the buyer's statements — discrepancies are easier to catch before signing than after.",{"step":353,"title":354,"description":355,"tip":356},3,"Define the repurchase price formula clearly","Specify whether the repurchase price equals face value, face value less collections, or face value plus accrued fees. State the currency and the payment deadline in business days from the trigger event.","Confirm with your finance team that the repurchase price formula is consistent with how reserves and fees are tracked in your factoring facility — a mismatch creates double-payment risk.",{"step":358,"title":359,"description":360,"tip":361},4,"Draft trigger events with precise thresholds","List each trigger event with measurable criteria — a specific number of days past due, a percentage dilution threshold, or a written dispute from the debtor. Avoid subjective language like 'material default.'","Model each trigger event against your historical receivables data to confirm you are not inadvertently triggering repurchase obligations on routine slow-pay accounts.",{"step":363,"title":364,"description":365,"tip":366},5,"Review and tailor seller representations","Confirm that each representation in the clause accurately reflects the state of the receivable at the time of the original sale. Remove or qualify any representation that cannot be made accurately.","A single inaccurate representation can void the seller's defenses and accelerate all repurchase obligations under the agreement — have counsel review this section specifically.",{"step":368,"title":369,"description":370,"tip":371},6,"Set the notice procedure and timeline","Specify the form of repurchase notice (email with read receipt, certified mail, or both), the business-day deadline for the buyer to issue notice after a trigger event, and the seller's response window.","Short notice windows (fewer than 3 business days) create liquidity pressure on sellers — negotiate a window that gives the seller time to wire funds without needing emergency financing.",{"step":373,"title":374,"description":375,"tip":376},7,"Confirm indemnification caps and carve-outs","Add a cap on the seller's aggregate indemnification liability — typically equal to the total repurchase price — and carve out gross negligence and fraud from any cap.","An uncapped indemnification clause can expose the seller to buyer losses well beyond the receivable's face value, particularly if the buyer has on-sold the receivable into a securitization pool.",{"step":378,"title":379,"description":380,"tip":381},8,"Execute and file any required financing statement updates","Both parties must sign before any repurchase obligation is triggered. After execution, confirm whether any UCC-1 or PPSA amendment is required to reflect the repurchase arrangement, and file promptly.","If the original sale involved a UCC-1 filing naming the buyer as secured party, a partial release or amendment may be needed to protect the seller's right to re-sell repurchased receivables.",[383,387,391,395,399,403],{"mistake":384,"why_it_matters":385,"fix":386},"Using aggregate invoice totals instead of individual line items in Schedule A","Aggregate totals make it impossible to identify which specific invoice is being repurchased, creating disputes about whether a particular receivable falls within the agreement's scope.","List every receivable individually with its invoice number, debtor name, face amount, and purchase date. Use a spreadsheet export from your accounting system as the basis for Schedule A.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting a cap on seller indemnification liability","Without a cap, the seller can face indemnification claims for consequential losses — such as the buyer's lost portfolio yield — that far exceed the face value of the repurchased receivables.","Negotiate an aggregate indemnification cap equal to the total repurchase price paid, with carve-outs for fraud and willful misconduct, and ensure the cap is stated explicitly in the indemnification clause.",{"mistake":392,"why_it_matters":393,"fix":394},"Failing to require release of financing statement filings on repurchased receivables","If the buyer's UCC-1 or PPSA filing is not released after repurchase, the seller cannot re-sell or pledge the receivable to a new buyer without triggering a perfection dispute.","Include an explicit obligation for the buyer to file a UCC-3 termination or PPSA discharge within a set number of business days after receiving the repurchase price.",{"mistake":396,"why_it_matters":397,"fix":398},"Drafting trigger events without measurable thresholds","Vague triggers like 'material dispute' or 'significant delay' lead to disagreements about whether the repurchase obligation has been activated, and can result in costly litigation over the threshold question alone.","Replace subjective language with specific, measurable criteria — for example, 'unpaid for more than 90 days after due date' or 'debtor reduces invoice by more than 10% for any reason.'",{"mistake":400,"why_it_matters":401,"fix":402},"Signing the repurchase agreement after a trigger event has already occurred","A repurchase agreement signed after the trigger event has arisen may be challenged as lacking consideration or as an unenforceable attempt to retroactively create an obligation.","Execute the repurchase agreement at the time of or before the original receivables sale, or as part of a master agreement that governs future repurchase events before they occur.",{"mistake":404,"why_it_matters":405,"fix":406},"Choosing a governing law inconsistent with the jurisdiction of the original receivables sale","Perfection, priority, and enforcement of receivables interests are governed by the jurisdiction where the debtor is located under UCC Article 9 or PPSA rules — not by the parties' contractual choice.","Align the governing law clause with the jurisdiction where the underlying receivables were originated and where UCC or PPSA filings were made, and obtain local counsel review for any cross-border arrangement.",[408,411,414,417,420,423,426,429,432],{"question":409,"answer":410},"What is a repurchase of accounts receivable agreement?","A repurchase of accounts receivable agreement is a contract that obligates the original seller of receivables to buy them back from the purchaser when defined trigger conditions occur — most commonly debtor non-payment, a dispute over the underlying invoice, or a breach of the seller's representations about receivable quality. It is used in factoring and receivables financing transactions to allocate credit risk between the seller and the buyer of the receivables.\n",{"question":412,"answer":413},"When is a repurchase of accounts receivable agreement required?","This agreement is typically required in recourse factoring arrangements, where the seller — not the factor — bears the ultimate credit risk of debtor non-payment. It is also used when a receivables purchase facility includes representations about receivable quality and the buyer needs a documented mechanism to return non-conforming receivables. Any transaction where the buyer can call on the seller to take back a receivable benefits from this agreement in writing.\n",{"question":415,"answer":416},"What is the difference between recourse and non-recourse factoring?","In recourse factoring, the seller must repurchase receivables that the buyer cannot collect from the debtor — making this agreement essential. In non-recourse factoring, the buyer absorbs the credit risk of debtor default and the seller has no repurchase obligation for non-payment. Non-recourse arrangements still typically include repurchase rights for disputed or misrepresented receivables, so some form of repurchase clause is present in nearly all factoring transactions.\n",{"question":418,"answer":419},"What triggers the repurchase obligation?","Common trigger events include: the receivable remaining unpaid for a specified number of days past its due date (typically 60–120 days), the underlying debtor disputing the invoice in whole or in part, the face value being reduced by dilution (credits, returns, or set-offs) above a defined threshold, or the seller breaching a representation made about the receivable at the time of sale. The specific triggers are negotiated and must be stated with measurable thresholds in the agreement.\n",{"question":421,"answer":422},"How is the repurchase price calculated?","The repurchase price is typically the outstanding face value of the receivable as of the repurchase date, less any amounts already collected by the buyer, plus any fees or charges attributable to the receivable that the buyer has not yet recovered. Some agreements add a default interest component if the repurchase is triggered by the seller's own breach. The exact formula must be defined in the agreement to prevent disputes.\n",{"question":424,"answer":425},"Does this agreement need to be filed with a government authority?","The repurchase agreement itself generally does not require filing. However, the underlying receivables sale and any security interests in the receivables must be perfected under applicable law — UCC Article 9 in the United States or the PPSA in Canada and Australia. After repurchase, the buyer's financing statement must be amended or terminated to release the repurchased receivables. Failure to update filings can prevent the seller from re-selling or pledging the repurchased receivables.\n",{"question":427,"answer":428},"Can the repurchase obligation be limited or capped?","Yes — parties frequently negotiate caps on the aggregate repurchase obligation, minimum threshold amounts below which repurchase is not required, and time limits after which the buyer's repurchase right lapses. Sellers should seek an aggregate liability cap equal to the total purchase price received, while buyers typically push for uncapped repurchase rights. The final terms depend on the relative bargaining positions and the credit quality of the underlying receivables portfolio.\n",{"question":430,"answer":431},"What happens if the seller cannot pay the repurchase price?","Most agreements permit the buyer to set off the repurchase price against any reserve account or other amounts owed to the seller before pursuing external remedies. If the set-off is insufficient, the buyer can typically accelerate all remaining obligations, pursue monetary damages, or seek specific performance in court. In some structured finance transactions, the seller's failure to repurchase constitutes an event of default under a broader credit facility, triggering cross-default provisions.\n",{"question":433,"answer":434},"Do I need a lawyer to prepare this agreement?","For straightforward domestic recourse factoring transactions involving a single receivable or a small portfolio, a well-structured template is a sound starting point. Legal review is strongly recommended when the transaction involves cross-border receivables, securitization pools, complex reserve structures, or receivables subject to regulated industries such as healthcare or government contracting. A lawyer familiar with UCC Article 9 or PPSA perfection rules can also confirm that the repurchase mechanics do not inadvertently re-characterize the original sale as a secured loan.\n",[436,440,444,448],{"industry":437,"icon_asset_id":438,"specifics":439},"Financial Services and Factoring","industry-fintech","Factors use repurchase agreements as the primary recourse mechanism in every recourse factoring facility, with trigger events calibrated to debtor credit grades and industry-specific dilution rates.",{"industry":441,"icon_asset_id":442,"specifics":443},"Manufacturing and Distribution","industry-manufacturing","High volumes of trade receivables with frequent returns and credits make dilution-based repurchase triggers especially important, requiring precise threshold language tied to return allowance policies.",{"industry":445,"icon_asset_id":446,"specifics":447},"Healthcare","industry-healthtech","Government and insurance payer adjustments, claim denials, and retroactive rate changes routinely reduce receivable face values — repurchase agreements must account for payer-specific dilution events distinct from ordinary commercial disputes.",{"industry":449,"icon_asset_id":450,"specifics":451},"Construction and Contracting","industry-construction","Retainage, lien waivers, and milestone-based billing mean receivables are frequently disputed or reduced; repurchase agreements in this sector typically include specific carve-outs for contractual retainage amounts held pending project completion.",[453,457,460,464],{"vs":454,"vs_template_id":455,"summary":456},"Sale of Accounts Receivable Agreement","sale-of-accounts-receivable-agreement-D289","A sale of accounts receivable agreement governs the original transfer of receivables from seller to buyer, establishing the purchase price, eligibility criteria, and ongoing sale mechanics. A repurchase agreement is the downstream companion document that governs what happens when those receivables fail to perform. Both documents are needed in any recourse factoring arrangement — the sale agreement creates the purchase obligation; the repurchase agreement governs the return.",{"vs":256,"vs_template_id":458,"summary":459},"assignment-of-accounts-receivable-agreement-D288","An assignment of accounts receivable transfers the right to collect a receivable to a third party, often as collateral for a loan, while the original creditor typically retains ownership. A repurchase agreement governs the return of receivables already sold outright to a buyer. The key distinction is ownership: an assignment creates a security interest or collection right; a repurchase agreement reverses a completed sale.",{"vs":461,"vs_template_id":462,"summary":463},"Factoring Agreement","D{FACTORING_AGREEMENT_ID}","A factoring agreement is the master contract governing an ongoing relationship between a business and a factor — covering advance rates, fees, eligible receivables, and notification requirements. A repurchase agreement is a narrower document that specifies the mechanics for returning non-performing receivables under that master arrangement. The factoring agreement typically references or incorporates repurchase obligations by cross-reference.",{"vs":241,"vs_template_id":465,"summary":466},"D{AR_PLEDGE_AGREEMENT_ID}","A pledge agreement uses receivables as collateral for a loan without transferring ownership — the lender has a security interest but the borrower retains the receivables and the obligation to collect them. A repurchase agreement deals with receivables that have already been sold and must be bought back. Pledged receivables stay on the pledgor's balance sheet; sold receivables subject to repurchase have already been derecognized.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Small businesses with a single factor relationship involving a straightforward domestic receivables portfolio","Free","1–2 hours",{"best_for":473,"cost":474,"time":475},"Businesses with recurring factoring facilities, multi-debtor portfolios, or cross-state receivables subject to UCC Article 9 perfection","$500–$1,500","2–5 business days",{"best_for":477,"cost":478,"time":479},"Securitization transactions, cross-border receivables, regulated-industry portfolios, or facilities with institutional lenders requiring bespoke repurchase mechanics","$3,000–$10,000+","2–4 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","Receivables sales and repurchases are governed by UCC Article 9 in all 50 states. To be enforceable against third parties, the original sale must be perfected by filing a UCC-1 financing statement in the state where the debtor is located. Upon repurchase, the buyer must file a UCC-3 termination statement to release its interest. Courts in some states apply a 'true sale' analysis — if the repurchase obligation is too broad, the transaction may be recharacterized as a secured loan rather than a sale, with significant tax and bankruptcy implications.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Receivables financing in Canada is governed by provincial Personal Property Security Acts (PPSA), which operate similarly to UCC Article 9. Each province has its own PPSA registry, and perfection must be completed in the province where the debtor is located. Quebec operates under a distinct civil law system — security interests in receivables are governed by the Civil Code of Quebec and require publication in the Register of Personal and Movable Real Rights (RPMRR). True-sale opinions are commonly required in structured transactions to prevent recharacterization.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","Receivables sales in the UK are typically structured as equitable or legal assignments under the Law of Property Act 1925. Legal assignment requires written notice to the debtor; equitable assignment is valid without notice but ranks behind a subsequent legal assignee with notice. Repurchase arrangements must be carefully structured to avoid recharacterization as a charge, which would require registration at Companies House under the Companies Act 2006. Post-Brexit, UK and EU transaction structures diverge on cross-border enforcement and governing law choices.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","Receivables financing is governed at the member-state level, with significant variation in perfection, assignment, and priority rules across France, Germany, the Netherlands, and other jurisdictions. The EU Securitisation Regulation (EUSR) imposes due diligence and transparency requirements on transactions involving securitized receivables pools. GDPR considerations arise when debtor personal data is transferred as part of the receivables package. Cross-border repurchase arrangements should specify governing law explicitly and obtain local counsel confirmation on perfection requirements in each relevant member state.",[257,257,502,503,504,505,506,507,508,509,510,511],"promissory-note-D434","security-agreement-D915","loan-agreement-D417","secured-lumpsum-promissory-note-agreement-D13041","non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","demand-for-extension-of-payment-date-D444","guarantee-agreement-D5194","sales-invoice-D383","general-release-and-settlement-agreement-D12554",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":95,"secondary_folder":514,"document_type":515,"industry":516,"business_stage":517,"tags":518,"confidence":522},"accounts-receivable","agreement","general","all-stages",[514,519,520,521],"repurchase-agreement","receivables-factoring","commercial-finance",0.92,"\u003Ch2>What is a Repurchase of Accounts Receivable Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Repurchase of Accounts Receivable Agreement\u003C/strong> is a legally binding contract under which the original seller of receivables agrees to buy those receivables back from the purchaser — typically a factor, financial institution, or asset-backed lender — when defined trigger conditions arise. These triggers commonly include debtor non-payment after a specified number of days, a dispute over the underlying invoice, dilution of the receivable's face value through credits or returns, or a breach of the seller's original representations about receivable quality. The agreement specifies which receivables are subject to repurchase, how the repurchase price is calculated, the notice procedure, what the buyer can do if the seller defaults on its repurchase obligation, and how title and documentation revert to the seller upon payment. It functions as the enforcement backbone of any recourse factoring or receivables purchase facility.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written repurchase agreement, the buyer of receivables has no clear, enforceable mechanism to compel the seller to take back non-performing assets — and the seller has no defined process, price formula, or timeline that limits its exposure. Disputes over which receivables must be repurchased, at what price, and within what timeframe are among the most common and costly points of contention in factoring relationships. A poorly documented repurchase obligation also creates the risk that courts will recharacterize the original receivables sale as a secured loan — triggering unexpected tax treatment, UCC or PPSA re-filing requirements, and potential bankruptcy recharacterization that undermines the entire financing structure. This template gives both parties a precise, jurisdiction-tested starting point that closes those gaps, documents the repurchase mechanics before any trigger event arises, and protects the commercial relationship from the kinds of ambiguity that turn routine collections disputes into expensive litigation.\u003C/p>\n",1778696344987]