Accounts Receivable Agreement Template for the United States

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What is a Accounts Receivable Agreement?

The Accounts Receivable Agreement serves as a crucial instrument in business financing and cash flow management. It enables companies to monetize their receivables by selling them to financial institutions or other buyers. This agreement, commonly used in the United States, must comply with UCC Article 9 and relevant federal and state regulations. It typically includes detailed provisions about the transferred receivables, purchase price calculations, representations about the quality of the receivables, and ongoing servicing arrangements. The document is particularly important for businesses seeking immediate cash flow or those engaged in factoring arrangements.

Reviewed by

Swetha Meenal

Legal Engineer, GenieAI

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A lawyer, legal researcher and legal tech founder, Swetha has built AI products deployed inside Tier 1 firms and enterprises. She ensures GenieAI's alignment with the latest regulation and executes testing on the legal robustness of Genie output.

Reviewed by

Imad Mohammed Nazar

Legal Engineer, GenieAI

Imad Mohammed Nazar profile photo

A Skadden-trained M&A lawyer, Imad advised on cross-border transactions and contractual risk before moving into legal AI. He reviews GenieAI's output for compliance and enforceability across our 150+ supported jurisdictions, as well as facilitating external benchmarking.

Jurisdiction

United States

Publisher

GenieAI

Sector

Business

Cost

Free to use

Last updated

About the Accounts Receivable Agreement

An Accounts Receivable Agreement is a legal contract that allows you to transfer ownership of your outstanding invoices and receivables to another party in exchange for immediate payment. Under United States law, this agreement enables businesses to convert their accounts receivable into immediate cash flow, making it an essential tool for factoring arrangements and business financing.

When do you need this document?

You need an Accounts Receivable Agreement when your business requires immediate cash flow from outstanding invoices rather than waiting for customer payments. This document is essential for factoring arrangements where financial institutions purchase your receivables at a discount. Manufacturing companies often use these agreements to maintain working capital during production cycles, while service businesses rely on them to bridge payment gaps from long-term clients. Small businesses frequently utilize receivables agreements to fund expansion or meet operational expenses without taking traditional loans. The agreement is also necessary when restructuring debt or when lenders require receivables as collateral for financing.

Key legal considerations

Your agreement must clearly define the scope of receivables being transferred and whether the assignment is with or without recourse to protect both parties' interests. The purchase price calculation method requires precise documentation, including any discount rates, fees, and payment schedules to avoid disputes. You must include comprehensive representations and warranties about the quality and collectibility of the receivables being assigned. The agreement should address servicing arrangements, specifying whether you or the assignee will handle collection activities and customer communications. Default provisions and remedies must be clearly outlined, including what happens if debtors fail to pay or if the receivables prove uncollectible. Notification requirements to debtors about the assignment should be addressed to ensure proper payment direction and legal compliance.

Legal requirements in United States

Your Accounts Receivable Agreement must comply with UCC Article 9, which governs secured transactions and requires proper filing of financing statements for perfection in most states. When dealing with consumer receivables, you must ensure compliance with the Truth in Lending Act and Fair Debt Collection Practices Act to avoid regulatory violations. The Federal Assignment of Claims Act applies when receivables involve government contracts, requiring specific procedures and approvals. You must verify that the receivables are not subject to anti-assignment clauses or federal restrictions that could invalidate the transfer. State-specific notice requirements vary across jurisdictions, so your agreement must address proper notification procedures to debtors about the assignment. The Fair Credit Reporting Act may apply when consumer credit information is involved in the receivables transfer, requiring appropriate disclosures and handling procedures.

GOVERNING LAW

Applicable law

This Accounts Receivable Agreement is drafted to comply with United States law. Key legislation includes:

Uniform Commercial Code (UCC): Primary body of law governing commercial transactions in the US, particularly Article 9 (Secured Transactions), Article 2 (Sales), and Article 3 (Negotiable Instruments)

Federal Assignment of Claims Act: Federal law governing the assignment of claims against the United States government

Anti-Assignment Act: Federal law restricting the assignment of certain claims against the government

Truth in Lending Act: Federal law requiring disclosure of consumer credit terms and applicable when consumer receivables are involved

Fair Credit Reporting Act (FCRA): Federal law regulating the collection, dissemination, and use of consumer credit information

Fair Debt Collection Practices Act (FDCPA): Federal law limiting the behavior of debt collectors and establishing rights for debtors

State UCC Variations: State-specific versions and implementations of the Uniform Commercial Code

State Usury Laws: State-specific regulations governing maximum interest rates and related charges

SEC Regulations: Federal securities regulations applicable when receivables are securitized

Bankruptcy Code: Federal laws governing bankruptcy proceedings, including provisions for secured transactions and priority rules

IRS Regulations: Federal tax regulations regarding assignment of income and tax implications of receivables transactions

Gramm-Leach-Bliley Act: Federal law governing privacy obligations of financial institutions, including requirements for protecting customer information

HIPAA: Federal healthcare privacy law applicable when dealing with healthcare receivables

State Privacy Laws: State-specific regulations governing the protection and handling of personal information in financial transactions

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