Agreement of Sale, Transfer & Assignment of Accounts Receivable

Company 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 {{seller_jurisdiction}}, with its registered office at {{seller_address}} (hereinafter referred to as "the Seller");

AND

{{purchaser_company_name}}, a company duly incorporated in accordance with the laws of {{purchaser_jurisdiction}}, with its registered office at {{purchaser_address}} (hereinafter referred to as "the Purchaser").

WHEREAS:

A. The Seller is engaged in the business of {{seller_business_description}} and has generated certain accounts receivable from its customers.

B. The Seller desires to sell, transfer, and assign such accounts receivable to the Purchaser, and the Purchaser desires to purchase, take transfer of, and accept assignment of such accounts receivable, in accordance with the terms and conditions set forth in this Agreement.

1. DEFINITIONS

1.1. "Accounts Receivable" means all rights to payment, whether or not earned by performance, for goods sold or leased or services rendered by the Seller, including but not limited to those listed in Schedule A attached hereto.

1.2. "Purchase Price" means the amount to be paid by the Purchaser to the Seller for the Accounts Receivable, as specified in Clause 3.

2. SALE, TRANSFER AND ASSIGNMENT

2.1. The Seller hereby irrevocably sells, transfers, assigns, and sets over to the Purchaser, all of its right, title, and interest in and to the Accounts Receivable listed in Schedule A, free and clear of all liens, encumbrances, and adverse claims whatsoever.

2.2. The Seller agrees to execute and deliver such further instruments and do such further acts as may be reasonably necessary to vest in the Purchaser all its right, title and interest in and to the Accounts Receivable, and to enable the Purchaser to collect the same.

3. PURCHASE PRICE AND PAYMENT

3.1. In consideration for the sale, transfer, and assignment of the Accounts Receivable, the Purchaser shall pay to the Seller the Purchase Price of {{purchase_price_currency}} {{purchase_price_amount}} ({{purchase_price_words}}), subject to any adjustments as per Clause 3.2.

3.2. Payment of the Purchase Price shall be made by {{payment_method}} on or before {{payment_date}}.

3.3. The Purchase Price represents {{percentage_of_face_value}}% of the face value of the Accounts Receivable.

4. REPRESENTATIONS AND WARRANTIES OF THE SELLER

4.1. The Seller represents and warrants to the Purchaser that:

(a) The Seller is the sole legal and beneficial owner of the Accounts Receivable and has the full right, power, and authority to sell, transfer, and assign the Accounts Receivable to the Purchaser.

(b) The Accounts Receivable are genuine, valid, legally enforceable obligations of the respective debtors, and represent amounts owed for goods delivered or services rendered.

(c) The amounts reflected in Schedule A are accurate and true, and no part of these Accounts Receivable has been compromised, released, or satisfied, nor are there any set-offs, counterclaims, or disputes existing with respect thereto.

(d) There are no liens, encumbrances, or security interests of any kind against the Accounts Receivable other than those disclosed to and accepted by the Purchaser in writing.

(e) All necessary consents, approvals, and authorisations for the sale, transfer, and assignment of the Accounts Receivable have been obtained.

5. COVENANTS OF THE SELLER

5.1. The Seller covenants and agrees that it will:

(a) Cooperate fully with the Purchaser in the collection of the Accounts Receivable, including, but not limited to, providing all assistance and information reasonably requested by the Purchaser.

(b) Promptly notify the Purchaser of any dispute, offset, or counterclaim relating to any of the Accounts Receivable.

(c) Not amend, modify, or waive any terms of the underlying contracts that gave rise to the Accounts Receivable without the prior written consent of the Purchaser.

(d) Remit to the Purchaser any amounts received by the Seller on account of the Accounts Receivable after the date of this Agreement.

6. INDEMNIFICATION

6.1. The Seller hereby agrees to indemnify, defend, and hold harmless the Purchaser from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach of the Seller's representations, warranties, or covenants contained in this Agreement.

7. GOVERNING LAW AND JURISDICTION

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

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

8. ENTIRE AGREEMENT

8.1. 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.

9. SCHEDULE A: LIST OF ACCOUNTS RECEIVABLE

Description of Accounts Receivable being assigned:

| Debtor Name | Invoice Number | Invoice Date | Original Amount ({{currency}}) | Due Date |

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

| {{debtor_1_name}} | {{invoice_1_number}} | {{invoice_1_date}} | {{invoice_1_amount}} | {{invoice_1_due_date}} |

| {{debtor_2_name}} | {{invoice_2_number}} | {{invoice_2_date}} | {{invoice_2_amount}} | {{invoice_2_due_date}} |

| {{debtor_3_name}} | {{invoice_3_number}} | {{invoice_3_date}} | {{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 PURCHASER:

_____________________________

Name: {{purchaser_signatory_name}}

Title: {{purchaser_signatory_title}}

Date: {{purchaser_signature_date}}