Agreement of Sale, Transfer & Assignment of Accounts Receivable

SELLER'S LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

AGREEMENT OF SALE, TRANSFER & ASSIGNMENT OF ACCOUNTS RECEIVABLE

This Agreement of Sale, Transfer, and Assignment of Accounts Receivable (hereinafter referred to as the "Agreement") is made and entered into on this the {{day}} day of {{month}}, {{year}},

BY AND BETWEEN:

{{seller_company_name}}, a company duly incorporated and existing under the laws of {{country}}, with its principal place of business at {{seller_company_address}} (hereinafter referred to as "the Seller", which expression shall, where the context so admits, include its successors-in-title and assigns);

AND

{{buyer_company_name}}, a company duly incorporated and existing under the laws of {{country}}, with its principal place of business at {{buyer_company_address}} (hereinafter referred to as "the Buyer", which expression shall, where the context so admits, include its successors-in-title and assigns).

(The Seller and the Buyer are hereinafter collectively referred to as “the Parties” and individually as “a Party”.)

RECITALS

WHEREAS, the Seller is engaged in the business of {{seller_business_description}} and in the course of its operations has generated certain accounts receivable (hereinafter referred to as the "Receivables").

WHEREAS, the Seller desires to sell, transfer, and assign absolutely to the Buyer, and the Buyer desires to purchase, take transfer of, and accept assignment of, all rights, title, and interest in and to the Receivables, on the terms and conditions set forth in this Agreement.

WHEREAS, the Parties hereto are desirous of recording the terms and conditions of their agreement in writing.

DEFINITIONS AND INTERPRETATION

In this Agreement, unless the context otherwise requires:

"Accounts Receivable Schedule" means the schedule attached hereto as Schedule A detailing the specific accounts receivable being sold, transferred, and assigned.

"Assignment Date" means the effective date of this Agreement.

"Purchase Price" means the consideration payable by the Buyer to the Seller for the Receivables, as specified in Clause 4.

"Debtors" means the entities or individuals owing the Receivables to the Seller.

Any reference to a Clause or Schedule shall be a reference to a Clause or Schedule of this Agreement.

The headings in this Agreement are for convenience only and shall not affect its interpretation.

SALE, TRANSFER AND ASSIGNMENT

The Seller hereby irrevocably sells, transfers, assigns, and sets over to the Buyer, effective on the Assignment Date, all of the Seller's right, title, and interest in and to the Receivables listed in the Accounts Receivable Schedule, including all proceeds thereof, all security and guarantees therefor, and all rights and remedies for the collection of the same.

The Seller warrants and represents that it has full legal right and authority to sell, transfer, and assign the Receivables to the Buyer.

The Seller shall immediately notify all Debtors of the assignment of the Receivables to the Buyer and direct all future payments to be made directly to the Buyer or to an account designated by the Buyer.

The Buyer shall have the sole right to collect the Receivables directly from the Debtors from the Assignment Date.

PURCHASE PRICE AND PAYMENT

In consideration for the sale, transfer, and assignment of the Receivables, the Buyer shall pay to the Seller the Purchase Price of {{currency}} {{amount}} ({{amount_in_words}}).

The Purchase Price shall be paid by the Buyer to the Seller on or before {{payment_due_date}}.

Payment shall be made by way of {{payment_method}} to the Seller's nominated bank account: Account Name: {{seller_bank_account_name}}, Bank: {{seller_bank_name}}, Account Number: {{seller_bank_account_number}}, SWIFT/BIC: {{seller_swift_bic}}.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Buyer that as at the Assignment Date:

a) The Receivables are bona fide, valid, legally enforceable obligations, and free from any security interests, liens, encumbrances, or offsets (other than those disclosed in writing to the Buyer).

b) The amounts stated in the Accounts Receivable Schedule are accurate and truly owed by the respective Debtors.

c) The Seller has not previously sold, assigned, or encumbered the Receivables and has full authority to enter into this Agreement.

d) There are no disputes, claims, counterclaims, or set-offs asserted or threatened against any of the Receivables.

e) The Seller has obtained all necessary consents, approvals, or waivers to effect the sale, transfer, and assignment of the Receivables in accordance with the terms of this Agreement.

INDEMNIFICATION

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 or in connection with any breach of the Seller's representations, warranties, or covenants contained in this Agreement.

The Buyer agrees to indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from the Buyer's collection practices or any breach of the Buyer's obligations under this Agreement after the Assignment Date.

GOVERNING LAW AND JURISDICTION

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

The Parties irrevocably agree that the courts of {{country}} shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

ENTIRE AGREEMENT

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 written or oral.

No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

SIGNATURES

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

_____________________________

For: {{seller_company_name}}

Name: {{seller_authorised_signatory}}

Title: {{seller_signatory_title}}

Date: {{seller_signature_date}}

_____________________________

For: {{buyer_company_name}}

Name: {{buyer_authorised_signatory}}

Title: {{buyer_signatory_title}}

Date: {{buyer_signature_date}}