Assignment of Accounts Receivable Non-Recourse

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

AGREEMENT FOR ASSIGNMENT OF ACCOUNTS RECEIVABLE (NON-RECOURSE)

This Assignment of Accounts Receivable (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

{{assignor_company_name}}, a company duly incorporated under the laws of {{assignor_jurisdiction}}, with its principal place of business at {{assignor_address}} (hereinafter referred to as the “Assignor”);

AND

{{assignee_company_name}}, a company duly incorporated under the laws of {{assignee_jurisdiction}}, with its principal place of business at {{assignee_address}} (hereinafter referred to as the “Assignee”).

RECITALS

WHEREAS, the Assignor is engaged in the business of {{assignor_business_description}} and in the ordinary course of its business has generated certain accounts receivable (hereinafter referred to as the “Receivables”) from its customers (hereinafter referred to as the “Debtors”), as more fully described in Schedule A attached hereto;

WHEREAS, the Assignor desires to assign, sell, and transfer absolutely and without recourse, all its rights, title, and interest in and to the Receivables to the Assignee;

WHEREAS, the Assignee desires to purchase the Receivables from the Assignor on a non-recourse basis.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ASSIGNMENT

The Assignor hereby irrevocably assigns, sells, transfers, and conveys to the Assignee, absolutely and without recourse, all of its rights, title, and interest in and to the Receivables listed in Schedule A, including all proceeds thereof, all security and guarantees therefor, and all rights of the Assignor to collect or enforce payment of the same.

PURCHASE PRICE AND PAYMENT

In consideration for the assignment of the Receivables, the Assignee shall pay to the Assignor the sum of {{purchase_price_currency}} {{purchase_price_amount}} ({{purchase_price_words}}), which represents {{percentage_of_face_value}}% of the face value of the Receivables. Payment shall be made by {{payment_method}} to the Assignor's bank account: {{assignor_bank_name}}, Account No: {{assignor_account_number}}, SWIFT Code: {{assignor_swift_code}}, on or before {{payment_date}}.

NON-RECOURSE

This Assignment is made on a strict non-recourse basis. The Assignor shall have no obligation or liability to the Assignee for any reason whatsoever if the Debtors fail to pay the Receivables, in whole or in part, when due, whether due to insolvency, bankruptcy, dispute, or any other reason. The Assignee assumes all credit risk associated with the Receivables and the Debtors.

REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR

The Assignor hereby represents and warrants to the Assignee that:

a. The Assignor is the sole legal and beneficial owner of the Receivables and has full power and authority to assign the Receivables to the Assignee.

b. The Receivables are genuine, valid, legally enforceable obligations of the Debtors, and are free from any liens, encumbrances, defences, set-offs, or counterclaims.

c. The amounts stated in Schedule A are true and accurate and represent the actual amounts owing by the Debtors.

d. No notice of dispute, set-off, or counterclaim has been received from any Debtor concerning the Receivables.

e. The Assignor has not previously assigned, pledged, or encumbered the Receivables.

f. All goods or services giving rise to the Receivables have been delivered or performed in accordance with the underlying contracts.

COVENANTS OF THE ASSIGNOR

The Assignor covenants and agrees with the Assignee that it will:

a. Provide all reasonable assistance to the Assignee in the collection of the Receivables, including providing all relevant documentation and information.

b. Immediately forward to the Assignee all payments received by the Assignor in respect of the Receivables.

c. Notify the Assignee immediately if it becomes aware of any dispute, set-off, or counterclaim relating to the Receivables.

INDEMNIFICATION

The Assignor agrees to indemnify and hold harmless the Assignee from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from any breach of the representations, warranties, or covenants made by the Assignor in this Agreement.

GOVERNING LAW AND JURISDICTION

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

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in {{arbitration_city}}, in accordance with the rules of the {{arbitration_institution}} in force at the time of the dispute.

ENTIRE AGREEMENT

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

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

ASSIGNOR:

___________________________

By: {{assignor_authorised_signatory_name}}

Title: {{assignor_authorised_signatory_title}}

Date: {{date}}

ASSIGNEE:

___________________________

By: {{assignee_authorised_signatory_name}}

Title: {{assignee_authorised_signatory_title}}

Date: {{date}}

SCHEDULE A: LIST OF ACCOUNTS RECEIVABLE

(Attach a detailed list of accounts receivable, including Debtor Name, Invoice Number, Invoice Date, Original Amount Due, and Due Date.)