Assignment Of Receivables Agreement for the United States

Assignment Of Receivables Agreement Template for United States

An Assignment of Receivables Agreement is a legal document used in the United States that facilitates the transfer of accounts receivable from one party (assignor) to another (assignee). The agreement is governed by the Uniform Commercial Code (UCC) and various state laws, establishing the terms and conditions of the transfer, including representations and warranties, purchase price, and notification requirements. It's commonly used in factoring, securitization, and business financing transactions.

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What is a Assignment Of Receivables Agreement?

The Assignment Of Receivables Agreement serves as a crucial instrument in business financing and cash flow management. It enables companies to monetize their accounts receivable by selling them to financial institutions or other buyers. Under U.S. law, particularly the UCC, this document must include specific provisions to ensure the valid transfer of rights, proper notification to debtors, and compliance with state-specific requirements. The agreement is commonly used when businesses need immediate working capital, want to improve their balance sheet, or are engaging in factoring or securitization transactions.

What sections should be included in a Assignment Of Receivables Agreement?

1. Parties: Identification of assignor and assignee with full legal names and addresses

2. Background/Recitals: Context of the assignment and relationship between parties

3. Definitions: Key terms including 'Receivables', 'Assignment Date', 'Consideration'

4. Assignment: Core provision transferring rights in receivables from assignor to assignee

5. Consideration: Payment or other value given for the assignment

6. Representations and Warranties: Assignor's confirmations about ownership and status of receivables

7. Notice and Perfection: Requirements for notifying debtors and perfecting the assignment

8. Governing Law: Applicable law and jurisdiction

What sections are optional to include in a Assignment Of Receivables Agreement?

1. Security Interest: Creation of security interest if assignment is for security - use when assignment is intended as security rather than absolute transfer

2. Servicing Arrangements: Terms for continued collection by assignor - use when assignor will continue to collect receivables

3. True Sale Provisions: Language establishing true sale nature - use in securitization transactions

What schedules should be included in a Assignment Of Receivables Agreement?

1. Schedule of Receivables: Detailed list of assigned receivables including debtor details, amounts, due dates

2. Form of Notice to Debtors: Template notice informing debtors of the assignment

3. Purchase Price Calculation: Methodology for calculating consideration if based on formula

4. Excluded Receivables: List of receivables specifically excluded from assignment

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Financial Services

Manufacturing

Healthcare

Retail

Construction

Relevant Teams

Finance

Legal

Treasury

Accounting

Credit Control

Relevant Roles

Chief Financial Officer

Treasurer

Accounts Receivable Manager

Finance Director

Credit Manager

Industries

Uniform Commercial Code (UCC): Primary framework governing commercial transactions, particularly Article 9 (secured transactions), Article 2 (sales), and Article 3 (negotiable instruments) for receivables assignments

Federal Assignment of Claims Act: Federal legislation governing the assignment of claims against the United States government, crucial when government contracts are involved in the receivables

Anti-Assignment Act: Federal law establishing restrictions on the assignment of government contracts and related receivables

Fair Debt Collection Practices Act (FDCPA): Federal law regulating debt collection practices, relevant when assigned receivables involve consumer debts

State-Specific Laws: Including state versions of UCC, contract laws, usury laws, and licensing requirements for debt buyers/collectors specific to each state

Bankruptcy Code: Federal bankruptcy laws including Section 547 (preferences), Section 544 (strong-arm provisions), and Section 363 (sale of assets) affecting receivables assignments

Securities Laws: Including Securities Act of 1933 and Securities Exchange Act of 1934, particularly relevant if the assignment is part of a securitization transaction

Internal Revenue Code: Federal tax provisions affecting the tax treatment of receivables assignments and related state tax implications

Privacy Laws: Including Gramm-Leach-Bliley Act, state privacy laws, and HIPAA for healthcare receivables, governing the handling of personal information in assigned receivables

Industry-Specific Regulations: Specialized regulations for healthcare, government contracting, and banking sectors that may affect receivables assignments in these industries

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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