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AGREEMENT OF SALE, TRANSFER AND ASSIGNMENT 
OF ACCOUNTS RECEIVABLE


This Agreement of Sale, Transfer and Assignment of Accounts Receivable (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "Assignor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]

AND:  [COMPANY NAME] (the "Assignee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]

WHEREAS the Assignee has, as of [DATE] at [TIME am/pm], entered into an Asset Sale Agreement (the Sale Agreement) pursuant to which the Assignor sold, transferred, conveyed and assigned to the Assignee certain assets of the Assignor, including inter alia, the accounts receivable relating to the business and operations of the [NUMBER] (the Division) of the Assignor, upon the terms and conditions set out in the said Sale Agreement;

WHEREAS the Assignee has entered into this Agreement in order to record their mutual understanding as to the manner in which the said accounts receivable of the Division are sold, transferred, conveyed and assigned by the Assignor to the Assignee;

NOW THEREFORE THE PARTIES HEREBY AGREE AS FOLLOWS:


1.  PREAMBLE

The preamble hereof forms an integral part of this Agreement.


2.  SALE, TRANSFER, CONVEYANCE AND ASSIGNMENT

As of [DATE] (the Effective Date), the Assignor hereby sells, transfers, conveys and assigns to the Assignee, hereby accepting, all of the Accounts Receivable of the Division (as defined at section 2.2 hereof) due as of [DATE] or to become due thereafter. 
The term Accounts Receivable as used herein shall mean all debts, claims and demands of the Division, including, but without limiting the generality of the foregoing, all book debts, together with all judgments and other securities for the said debts, claims and demands of the Division and all other rights in respect thereof which as of the Effective Date or thereafter become vested in the Assignor.
As of the Effective Date, the Assignor hereby sells, transfers, conveys and assigns to the Assignee, hereby accepting, all books and accounts, letters, invoices, papers and documents in any way evidencing or relating to all or any of the Accounts Receivable hereby sold, transferred, conveyed and assigned.
3.  RIGHTS OF ASSIGNEE

3.1  As of the Effective Date, the Assignee shall have the right to collect, demand, sue for, enforce, recover and receive the Accounts Receivable and to give valid and binding receipts and discharges therefore and in respect thereof.

3.2  All moneys received by the Assignor on or after the Effective Date from the collection of the Accounts Receivable, shall be received in trust for the Assignee and remitted to it forthwith.


4.  CONSIDERATION

The present sale, transfer, conveyance and assignment is made for and in consideration of the payment of the sum of [AMOUNT] and other good and valuable consideration by the Assignee to the Assignor, receipt whereof is hereby acknowledged by the Assignor, whereof quit.


5.  EFFECT ON SALE AGREEMENT

5.1  Nothing herein contained shall be deemed to change, modify, amend, derogate from or otherwise affect the terms and conditions of the Sale Agreement referred to above, as they may pertain to the Accounts Receivable herein assigned and transferred and no party shall be deemed to have waived any rights granted to it pursuant to the Sale Agreement.

5.2  The sale, transfer, conveyance and assignment of the Accounts Receivable is effected by this Agreement and no third person shall be obliged to have reference to the Sale Agreement in connection with such sale, transfer, conveyance and assignment.


6.  GENERAL

6.1  The present Agreement shall be and remain binding upon the parties hereto and shall not be assigned without the prior written consent of both parties.

6.2  This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the [State/Province] of [STATE/PROVINCE]. Should any provision or provisions of this Agreement be illegal or not enforceable under such laws, it or they shall be considered severable and this Agreement and its conditions shall remain in force and be binding upon the parties as though the said provision or provisions had never been included.

6.3  The parties shall furnish, execute and deliver from time to time such documents, as may be reasonably required or desirable to give effect to the transactions contemplated herein.

6.4  This Agreement and the Sale Agreement contain the entire agreement between the parties with respect to the transactions contemplated herein and supercede all prior negotiations, agreements and understandings.

This Agreement may be amended only by written agreement duly executed by all the parties hereto.

6.6  Each section, subsection and paragraph of this Agreement, and any part thereof, shall be severable from other provisions hereof and the nullity of any section, subsection or any part hereof shall not render the remaining part of this Agreement null.

6.7  This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, legal representatives and successors.

6.8  The rights and obligations of any party hereunder shall not be assigned or otherwise transferred without the unanimous express written consent of the parties hereto.


IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


ASSIGNOR             ASSIGNEE

                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title


WITNESS            WITNESS             


                                                    
Authorized Signature          Authorized Signature


                                                      
Print Name and Title          Print Name and Title
AFFIDAVIT OF EXECUTION


I, [NAME] the undersigned, residing at [ADDRESS], in the City and District of [NUMBER], [STATE/PROVINCE], being duly sworn, make oath and say:

1.  That I am one of the subscribing witnesses to the execution by the Assignor and Assignee respectively so named in the foregoing Agreement of Sale, Transfer and Assignment of Accounts Receivable dated [DATE], (the Agreement);

2.  That the said Agreement was duly executed by the Assignor and the Assignee thereunder on [DATE] and at the place therein mentioned in my presence and in the presence of [NAME] the other subscribing witness, both of us being of the full age of majority.


AND I HAVE SIGNED:


            
Witness Signature


SWORN TO BEFORE ME IN THE CITY OF [CITY], [STATE/PROVINCE]


              
Commissioner of Oaths for the Judicial District of [DISTRICT NAME]

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