Assignment of Accounts Receivable Non-Recourse


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									This document sets forth an assignment of accounts receivable from the assignor to the
assignee and allows for the inclusion of an Exhibit A where the accounts being assigned
can be listed. This document contains standard terms that have been agreed upon by
the parties, such as the assignor promising that the accounts are valid, collectible, and
that payment has not previously been made. As drafted the assignment is non-
recourse, meaning if the third party debtor fails to pay the assignee, the assignee
cannot look to assignor for payment.
                               (with non-recourse)

This assignment (“Assignment”) made as of ___________ [Instruction: Insert Date], by and
between ___________ [Instruction: Insert Name of Assignor], ___________ [Instruction:
Insert Address] (“Assignor”), and ___________ [Instruction: Insert Name of Assignee],
___________ [Instruction: Insert Address] (“Assignee”).

WHEREAS, Assignor is the owner of certain account(s) receivable (the “Accounts Receivable”),
as described in more detail in Exhibit “A” attached hereto and incorporated herein:

WHEREAS, Assignor desires to transfer to Assignee its entire right, title and interest in and to
the Accounts Receivable; and

WHEREAS, Assignee wishes to acquire the Accounts Receivable from Assignor.

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Transfer of Accounts Receivable. Assignor hereby transfers, conveys, sells and assigns all
right, title and interest whatsoever throughout the world in and to the Accounts Receivable to
Assignee in perpetuity.

2. Further Assurances. Upon request by Assignee, Assignor shall execute and deliver such
further instruments and take such further actions as may be necessary to evidence more fully the
transfer to Assignee of ownership of the Accounts Receivable.

3. Warranties. Assignor represents and warrants that: (A) the Accounts Receivable are valid
and fully collectible from the purchasers; (B) there exist no offsets or counterclaims against any
of the Accounts Receivable; and (C) Assignor has not received payment on the Accounts
Receivable or any part thereof.

4. Non-Recourse. Notwithstanding anything to the contrary contained herein, Assignor assigns
the Accounts Payable without recourse against the Assignor in the event of non-payment by a
third party debtor.

5. Miscellaneous.

    A. This Assignment constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.

    B. Any modification to this Assignment must be in writing and signed by the parties or it
shall have no effect and shall be void.
   C. This Assignment is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto.

    D. This Assignment shall be governed in accordance with the laws of the State of
_____________ [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the Federal and State courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert

IN WITNESS WHEREOF, this Assignment has been signed and delivered by and on behalf of
the parties hereto as of the date first set forth above.


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
                         Exhibit “A”

                     Accounts Receivable

Date of   Name of   Address of     Invoice   Due Date   Amount of
Invoice   Debtor    Debtor         Number               Invoice

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