Agreement of Sale, Transfer & Assignment of Accounts Receivable

Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

AGREEMENT OF SALE, TRANSFER & ASSIGNMENT OF ACCOUNTS RECEIVABLE

This Agreement is made and entered into on this {{day}} day of {{month}}, {{year}},

BETWEEN:

{{Seller_Company_Name}}, a company duly incorporated in accordance with the laws of {{Country}}, with its registered office located at {{Seller_Company_Address}} (hereinafter referred to as "the Seller")

AND

{{Buyer_Company_Name}}, a company duly incorporated in accordance with the laws of {{Country}}, with its registered office located at {{Buyer_Company_Address}} (hereinafter referred to as "the Buyer")

(Collectively referred to as "the Parties" and individually as "Party")

1. DEFINITIONS

1.1. "Accounts Receivable" shall mean all rights of the Seller to payment for goods sold or services rendered, as specifically listed in Schedule A attached hereto.

1.2. "Purchase Price" shall mean the amount agreed upon for the sale of the Accounts Receivable as stipulated in Clause 3.

2. SALE, TRANSFER AND ASSIGNMENT

2.1. The Seller hereby sells, transfers, and assigns to the Buyer, with full title guarantee, all of its rights, title, and interest in and to the Accounts Receivable, free from all liens, charges, and encumbrances.

2.2. The Buyer hereby purchases and accepts the assignment of the Accounts Receivable from the Seller on the terms and conditions set forth in this Agreement.

2.3. The Seller warrants that the Accounts Receivable are genuine, undisputed, and legally enforceable.

3. PURCHASE PRICE AND PAYMENT

3.1. In consideration for the sale, transfer, and assignment of the Accounts Receivable, the Buyer shall pay the Seller the Purchase Price of {{Purchase_Price_Amount}} ({{Purchase_Price_Words}}) on or before {{Payment_Due_Date}}.

3.2. Payment shall be made by {{Payment_Method}} to the Seller's nominated bank account: {{Bank_Name}}, Account Number: {{Account_Number}}, Branch Code: {{Branch_Code}}.

4. REPRESENTATIONS AND WARRANTIES OF THE SELLER

4.1. The Seller represents and warrants that:

(a) It has the full power and authority to enter into this Agreement and to sell, transfer, and assign the Accounts Receivable.

(b) The Accounts Receivable are valid, subsisting, and legally enforceable debts owed to the Seller.

(c) There are no disputes, set-offs, or counterclaims against the Accounts Receivable.

(d) It has not previously sold, assigned, or encumbered the Accounts Receivable to any other party.

5. OBLIGATIONS OF THE SELLER

5.1. The Seller shall provide the Buyer with all necessary documentation and information relating to the Accounts Receivable, including but not limited to, copies of invoices, contracts, and customer correspondence.

5.2. The Seller shall assist the Buyer in collecting the Accounts Receivable, should such assistance be reasonably required by the Buyer.

5.3. The Seller shall immediately inform the Buyer of any communication or dispute received from any debtor concerning the Accounts Receivable.

6. OBLIGATIONS OF THE BUYER

6.1. The Buyer shall notify the debtors of the Accounts Receivable of the assignment, where applicable, as per the terms of this Agreement.

6.2. The Buyer shall use reasonable efforts to collect the Accounts Receivable in good faith.

7. INDEMNIFICATION

7.1. The Seller hereby agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from any breach of the Seller's representations, warranties, or covenants under this Agreement.

8. GOVERNING LAW AND JURISDICTION

8.1. This Agreement shall be governed by and construed in accordance with the laws of {{Country}}.

8.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of {{Country}} for the purpose of any suit, action, or other proceeding arising out of or in connection with this Agreement.

9. ENTIRE AGREEMENT

9.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

SCHEDULE A: LIST OF ACCOUNTS RECEIVABLE

| Invoice Number | Debtor Name | Original Amount | Due Date |

|---|---|---|---|

| {{Invoice_1_Number}} | {{Debtor_1_Name}} | {{Invoice_1_Amount}} | {{Invoice_1_Due_Date}} |

| {{Invoice_2_Number}} | {{Debtor_2_Name}} | {{Invoice_2_Amount}} | {{Invoice_2_Due_Date}} |

| {{Invoice_3_Number}} | {{Debtor_3_Name}} | {{Invoice_3_Amount}} | {{Invoice_3_Due_Date}} |

| ... | ... | ... | ... |

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

FOR THE SELLER:

_____________________________

Name: {{Seller_Signatory_Name}}

Title: {{Seller_Signatory_Title}}

Date: {{Seller_Signature_Date}}

FOR THE BUYER:

_____________________________

Name: {{Buyer_Signatory_Name}}

Title: {{Buyer_Signatory_Title}}

Date: {{Buyer_Signature_Date}}