Assignment of Accounts Receivable

Assignment of Accounts Receivable Regarding Manufactured Goods with Warranty of Assignor

Assignment made as of (date) by

(name of assignor) of

(street address, city, county, state, zip code), hereinafter called Assignor, to

(name of assignee) of

(street address, city, county, state, zip code), hereinafter called Assignee.

1. Statement of Assignment

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor unconditionally assigns to Assignee, as of the respective dates of shipments and sales, and the rendering of services, all of Assignor’s interest in the accounts, commercial paper, notes, and installment sales contracts enumerated in Section 2 of this agreement, together with any security or guarantees on such items, including proceeds of credit insurance due and payable in connection with such items, with rights granted to Assignee as follows:

A. To stoppage in transit;

B. In Assignee’s own name and for Assignee’s own benefit, to make collections from the debtors on the accounts;

C. To endorse and deposit in his/her own bank account all commercial paper received in payment of the accounts; and

D. In case such merchandise is not received or accepted by the purchasers, or is returned, title to any account, contract, or merchandise created through the resale or exchange of the merchandise, and all amounts due and to become due on any such resale or exchange.

2. Schedule of Accounts Assigned

The following accounts are hereby assigned:

For the express purpose of inducing Assignee, Assignee’s successors, and assigns, to purchase these accounts from Assignor, and to make payment for them, Assignor warrants that the following statements are true, to the best of Assignor’s own knowledge, information and belief:

3. Genuineness of Documents

The financial statements, invoices, orders, proofs of delivery, and other documents submitted by Assignor to Assignee, together with all statements made in such documents, as described in Section 2 of this agreement, are true and genuine.

4. Manufacture of Goods

A. The goods described in the invoices and statements of account described in Section 2 of this agreement were manufactured strictly in accordance with specifications required by the purchasers of such goods.

B. Prior to the effective date of this agreement, all the merchandise represented in this agreement as sold to the purchasers was packed and shipped, and all services rendered, to the purchasers, in accordance with bona fide orders and sales, and not in accordance with any consignment agreement or sale on approval.

5. Shipment of Goods

The goods were shipped to the purchasers on their request, and in accordance with their directions, on the days and via the carriers indicated in the invoices, statements, and proofs of delivery described in Section 2 of this agreement.

6. Original Orders

Purchasers’ original bona fide orders for the goods and services have been duly received by Assignor. To date they have not been canceled or altered, verbally or in writing, by the purchasers, their agents or representatives.

7. Validity of Accounts

A. There exist no offset or counterclaim against any of the accounts.

B. Proper entries of the sale and shipment of the goods and services have been made on Assignor's books, disclosing the absolute sale of such goods and services to the purchasers and the present assignment of them to Assignee.

C. Purchasers from Assignor on the accounts assigned are committed to Assignor to the extent stated in this agreement.

D. The accounts are valid and fully collectible from the purchasers.

8. Encumbrances on Goods

A. The goods have not been previously sold, or pledged by Assignor or Assignor's representatives.

B. Title to the accounts has not previously been wholly or partially transferred by Assignor for the purpose of sale, security, or otherwise.

C. No person, firm, corporation, or other entity, except Assignor, and through this assignment, Assignee, has to date acquired any lien, right, title, or claim to all or any part of the accounts or the merchandise described in such accounts.

9. Payment

A. The purchasers have not to date paid to Assignor, or Assignor's representatives, or for assignor's benefit, any part or all of the purchase price of the goods and services.

B. No commercial paper or instrument of value has been given to Assignor or his/her representatives in connection with the transactions.

C. The purchasers do not now have any claim against the amounts due on the accounts, by way of counterclaim, offset, or in any other manner.

D. There exist no other circumstance that would entitle the purchasers to refuse to pay the accounts or to diminish the price of the goods and services from that originally stated in the bills and statements of Assignor described in Section 2 of this agreement.

10. Assignment of Accounts to Others

None of the accounts receivable owed to Assignor by any debtor has been sold or assigned to any other person, firm, corporation, or other entity, except Assignee, except where notice of such sale or assignment has been given to Assignee.

11. Payment by Purchasers for Merchandise and Services

The purchasers have agreed with Assignor to pay for the merchandise and services described in the invoices and statements of accounts assigned, the sum of , less such discounts and on such terms as are specifically enumerated in the invoices and statements of account described in Section 2 of this agreement.

12. Solvency of Assignor and Purchasers

A. Assignor, as well as the purchasers and debtors on the accounts, are now solvent.

B. There is no judgment, security agreement, or lien on record, nor is there any suit pending anywhere against Assignor, of which Assignee has not been notified.

Assignor has caused this assignment to be executed as of this (date).