Assignment of Accounts Receivable Non-Recourse

Company Letterhead

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

Assignment of Accounts Receivable (Non-Recourse)

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

Seller: {{seller_company_name}}, a company duly incorporated and existing under the laws of {{seller_jurisdiction}}, with its principal place of business located at {{seller_address}} (hereinafter referred to as the "Assignor").

Buyer: {{buyer_company_name}}, a company duly incorporated and existing under the laws of {{buyer_jurisdiction}}, with its principal place of business located at {{buyer_address}} (hereinafter referred to as the "Assignee").

Recitals

WHEREAS, the Assignor is engaged in the business of {{seller_business_description}} and in the course of its business, has generated certain accounts receivable for goods sold and/or services rendered;

WHEREAS, the Assignor desires to assign, sell, and transfer these accounts receivable to the Assignee on a non-recourse basis, and the Assignee desires to purchase and accept such assignment on the terms and conditions set forth herein.

Assignment

1.1. The Assignor hereby absolutely and irrevocably assigns, sells, transfers, and delivers to the Assignee, without recourse, all of its right, title, and interest in and to the accounts receivable listed in Schedule A attached hereto (the "Assigned Receivables").

1.2. This assignment includes all proceeds thereof, all rights to any goods returned or repossessed, and all rights to any security for such Assigned Receivables.

1.3. The Assignee shall have the sole right to collect the Assigned Receivables and to enforce all rights and remedies related thereto.

Purchase Price

2.1. In consideration for the assignment of the Assigned Receivables, the Assignee shall pay the Assignor a purchase price of {{purchase_price}} ({{currency}}).

2.2. The purchase price shall be paid by {{payment_method}} on or before {{payment_due_date}}.

Representations and Warranties of Assignor

The Assignor hereby represents and warrants to the Assignee that:

3.1. The Assigned Receivables are genuine, legally enforceable obligations owing to the Assignor, free and clear of all liens, encumbrances, and security interests, except as disclosed in Schedule A.

3.2. The Assignor has full power and authority to enter into this Agreement and to assign the Assigned Receivables.

3.3. There are no disputes, set-offs, or counterclaims asserted or threatened with respect to the Assigned Receivables.

3.4. All documentation relating to the Assigned Receivables is true, accurate, and complete.

Non-Recourse Provision

4.1. This assignment is made on a non-recourse basis. The Assignor shall not be liable to the Assignee in the event that any of the Assigned Receivables are not collected, partially collected, or become uncollectible, due to the insolvency or bankruptcy of the debtor, or for any other reason.

4.2. The risk of non-collection and credit losses associated with the Assigned Receivables rests solely with the Assignee.

Covenants of Assignor

The Assignor covenants and agrees with the Assignee that:

5.1. The Assignor will promptly endorse and deliver to the Assignee all instruments, checks, drafts, and other documents received in payment of the Assigned Receivables.

5.2. The Assignor will execute any additional documents and take any further actions reasonably requested by the Assignee to perfect and enforce the Assignee's rights hereunder.

Governing Law and Jurisdiction

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

6.2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{dispute_resolution_jurisdiction}}.

Entire Agreement

7.1. 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.

Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ASSIGNOR:

_____________________________ By: {{seller_authorized_signatory_name}} Title: {{seller_signatory_title}}

ASSIGNEE:

_____________________________ By: {{buyer_authorized_signatory_name}} Title: {{buyer_signatory_title}}

Schedule A: List of Assigned Receivables

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