Assignment of Accounts Receivable Non-Recourse

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ASSIGNMENT OF ACCOUNTS RECEIVABLE (NON-RECOURSE)

This Assignment of Accounts Receivable (Non-Recourse) ("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 {{country_of_incorporation}}, with its registered office at {{Assignor_Address}} (hereinafter referred to as "the Assignor");

AND

**{{Assignee_Company_Name}}**, a company duly incorporated under the laws of {{country_of_incorporation}}, with its registered office at {{Assignee_Address}} (hereinafter referred to as "the Assignee").

The Assignor and the Assignee are hereinafter collectively referred to as "the Parties" and individually as "a Party".

RECITALS

WHEREAS, the Assignor is engaged in the business of {{Assignor_Business_Description}} and has generated certain accounts receivable in the ordinary course of its business.

WHEREAS, the Assignor desires to assign to the Assignee, and the Assignee desires to acquire from the Assignor, certain accounts receivable on a non-recourse basis, as more fully described herein.

ASSIGNMENT

In consideration of the sum of {{currency}} {{assignment_amount}} ({{assignment_amount_words}}) paid by the Assignee to the Assignor, the receipt and sufficiency of which is hereby acknowledged, the Assignor hereby irrevocably and absolutely assigns, transfers, conveys, and sets over to the Assignee all of its right, title, and interest in and to the specific accounts receivable identified in Schedule A attached hereto and made a part hereof (hereinafter referred to as "the Assigned Receivables"), including all proceeds thereof.

NON-RECOURSE PROVISION

This assignment is made on a strictly non-recourse basis. The Assignor shall not be liable to the Assignee for any failure of the obligors of the Assigned Receivables to pay the amounts due thereunder, nor for any defects or deficiencies in the Assigned Receivables, save for breaches of the representations and warranties set forth in Section 6 below. The Assignee assumes all credit risk associated with the collection of the Assigned Receivables.

PURCHASE PRICE AND PAYMENT

The purchase price for the Assigned Receivables shall be {{currency}} {{purchase_price}} ({{purchase_price_words}}). The Assignee shall pay the purchase price to the Assignor on or before {{payment_due_date}}.

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 Assigned Receivables, free and clear of any liens, encumbrances, or security interests whatsoever.

b. The Assigned Receivables are genuine, valid, and legally enforceable obligations of the respective obligors, and no set-offs, counterclaims, or defenses exist with respect thereto, save as disclosed in Schedule B.

c. The amounts stated in Schedule A as owing are true and accurate.

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

e. The execution and delivery of this Agreement and the performance by the Assignor of its obligations hereunder do not and will not violate any agreement, instrument, or law to which the Assignor is a party or by which it is bound.

COVENANTS OF THE ASSIGNOR

The Assignor covenants and agrees with the Assignee that:

a. It shall cooperate fully with the Assignee in the collection of the Assigned Receivables, including providing all necessary documentation and information.

b. It shall promptly forward to the Assignee any payments received by it on account of the Assigned Receivables.

c. It shall not grant any further security interests or encumbrances over the Assigned Receivables.

NOTICE TO OBLIGORS

The Assignor hereby authorizes the Assignee to notify the obligors of the Assigned Receivables of this assignment. The form of such notice shall be as set forth in Schedule C.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{Applicable_Country}}. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{Applicable_Country}}.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding 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 on the date first above written.

**For and on behalf of {{Assignor_Company_Name}}**

_____________________________

Name: {{Assignor_Signatory_Name}}

Title: {{Assignor_Signatory_Title}}

**For and on behalf of {{Assignee_Company_Name}}**

_____________________________

Name: {{Assignee_Signatory_Name}}

Title: {{Assignee_Signatory_Title}}