Assignment of Rights and Accounts Receivable

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					This is an agreement whereby a borrower (the “Assignor”) transfers its right to receive
payment from accounts receivable to a lender (the “Assignee”) as security for a loan. If
the Assignor defaults and is unable to make payments to the Assignee, execution of this
document entitles the Assignee to receive payment from Assignor’s accounts
receivable. This document includes “Schedule A” which allows the parties to customize
the agreement by allowing them to specifically list the accounts that payment will be
collected from. This document is ideal for small businesses or other entities who want
to use their accounts receivables as collateral for a loan.
   ASSIGNMENT OF RIGHTS AND ACCOUNTS RECEIVABLE
       THIS ASSIGNMENT OF RIGHTS AND ACCOUNTS RECEIVABLE (the
“Assignment”) entered into this ______ day of ________________, 20_____, by and between
___________________________ (the “Assignor”) and ____________________ (the
“Assignee”).

       WHEREAS the Assignor is desirous to assign the rights and accounts receivable to the
Assignee as set out in Schedule “A” annexed hereto (the “Assigned Accounts”)

       AND WHEREAS as continuing security for the payment of all of the existing and future
indebtedness and liability of the Assignor to the Assignee, the Assignor and the Assignee hereby
agree as follows:

1.     The Assignee shall collect or sell the Assigned Accounts or any part thereof in any
manner as the Assignee deems advisable and upon such terms and conditions as it may deem
advisable and without any prior notice to the Assignor.

2.      The Assignee will collect or sell the Assigned Accounts in accordance with all applicable
laws of the governing jurisdiction where such Assigned Account or Assigned Accounts may be
collected or sold.

3.      The Assignee may at its sole discretion, pay any amounts to any third parties for all
expenses incurred by the Assignee and for services rendered by any third parties in connection
will the collection, selling or obtaining payment of the Assigned Accounts and may, at its sole
discretion, add the amount of any amounts collected of the Assigned Accounts to the
indebtedness owing of the Assignor to the Assignee.

4.      The Assignee shall not at any time or times be liable or responsible for the failure by it to
collect, sell or obtain payment of the Assigned Accounts and shall not be bound to commence
any proceedings for the purposes of collecting or obtaining payment of the Assigned Accounts
for the purposes of preserving any rights of the Assignee, the Assignor or any other third person
or party.

5.      The Assignee may, at its sole discretion, grant to any debtors under the Assigned
Accounts, releases or discharges of their debt, and may deal with any and all such debtors and
their indebtedness in any manner that the Assignee deems fit.

6.     Any and all amounts collected by the Assignor in respect of the Assigned Accounts, shall
be held in trust for the sole benefit of the Assignee and shall be paid to the Assignee upon
request.

7.     Any and all amounts collected by the Assignee or the Assignor in respect of the Assigned
Account may, at the sole discretion of the Assignee, be applied to the indebtedness owing to the
Assignee by the Assignor.



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8.     The Assignor shall upon request by the Assignee, whether written or otherwise,
immediately provide any and all information in respect to the Assigned Accounts directly to the
Assignee, including but not limited to, any books, records, receipts, bills or such other
documentation.

9.      The Assignor shall from time to time at the Assignee’s request and without further
consideration, execute and deliver such other documents or perform such other acts as may
require to more effectively complete the collection or sale of the Assigned Accounts.

10.     The Assignor hereby nominates and appoints the Assignee, the lawful attorney of the
Assignor for the purposes of the collection or sale of the Assigned Accounts, and hereby grants
to the Assignor full power to do, make, execute or perform such other documents, assignments,
matters or acts, with the full right and power to do so in the name of the Assignor.

11.   The provisions, terms and conditions contained herein shall be binding upon the
Assignors successors, assigns, heirs, executors and administrations.


12.     Any notices given under this Agreement shall be in writing and shall be deemed given if
delivered personally, by courier or by fax;



         (a)      To the Assignor at the following address:


                  ____________________________________

                  ____________________________________
                  Attention:
                  Fax: (_____) _________________________

                  or such other address as the Assignor may designate by Notice to the Assignee

         (b)      To the Assignee at the address:

                  ____________________________________

                  ____________________________________

                  Attention:
                  Fax: (___)___________________________


                  or such other address as the Assignee may designate by Notice to the Assignor




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       Any notice referred to above shall be deemed to have been given on the day on which it
was delivered.


13.     Schedules and other documents attached or referred to in this Agreement are an integral
part of this Agreement.

14.     The division of this Agreement into Articles, sections, subsections, paragraph and
subparagraphs and the insertion of headings are for the convenience of reference only and shall
not affect the construction or interpretation hereof.

15.    Words importing the singular number include the plural and vice-versa; words importing
the masculine gender include the feminine and neuter genders.

16.  All dollar amounts referred to in this Agreement are of lawful money of ___________.
[Comment: insert country]

17.   If the Assignor is constituted by more than one person or party, their obligations
hereunder as the Assignor are joint and several.

18.    This Agreement constitutes the entire Agreement between the Assignor and the Assignee.
This Agreement may not be amended or modified in any respect except by written instrument
signed by both parties.

19.    The Assignor and the Assignee hereto agree that all provisions of this Agreement shall
survive the execution and delivery of this Agreement in accordance with the terms of this
Agreement.

20.   This Agreement shall be interpreted in accordance with the laws of the Province/State of
____________________.




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       IN WITNESS WHEREOF this Agreement has been executed by the Assignor and the
Assignee on the date and year first written above.
                                                   (ASSIGNOR)
                                                   Per:


                                                                 Name:
                                                                 Title:
                                                                 I have authority to bind the Company.

                                                                 (ASSIGNEE)
                                                                 Per:


                                                                 Name:
                                                                 Title:
                                                                 I have authority to bind the Company.




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                                                SCHEDULE “A”

                                    LIST OF ASSIGNED ACCOUNTS


    1.   _________________________________________________________________
    2.   _________________________________________________________________
    3.   _________________________________________________________________
    4.   _________________________________________________________________
    5.   _________________________________________________________________


[Comment: set forth in detail the assigned accounts]




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DOCUMENT INFO
Description: This is an agreement whereby a borrower (the “Assignor”) transfers its right to receive payment from accounts receivable to a lender (the “Assignee”) as security for a loan. If the Assignor defaults and is unable to make payments to the Assignee, execution of this document entitles the Assignee to receive payment from Assignor’s accounts receivable. This document includes “Schedule A” which allows the parties to customize the agreement by allowing them to specifically list the accounts that payment will be collected from. This document is ideal for small businesses or other entities who want to use their accounts receivables as collateral for a loan.