Accounts Receivable, All Accounts
For
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned assigns and transfers to
__________________________ (“Assignee”) the accounts receivable ("Accounts
Receivable") as a general and continuing collateral security for payment
of all existing and future indebtedness and liability of the undersigned to the
Assignee and any ultimate unpaid balance thereof, and as a first and prior
claim upon the Accounts Receivable. The
undersigned further agrees as follows:
1. The Assignee may collect, sell or
otherwise deal with the Accounts Receivable or any part thereof in such manner,
upon such terms and conditions and at such time or times as may seem to it
advisable and without notice to the undersigned (except as otherwise required
by applicable law), and may charge on its own behalf and pay to others
reasonable sums for expenses incurred and for services rendered (expressly
including legal advice and services) in or in connection with collecting,
realizing, selling or obtaining payment of the Accounts Receivable and may add
the amount of such sums to the indebtedness of the undersigned.
2. The Assignee
shall not be liable or accountable for any failure to collect, realize, sell or
obtain payment of the Accounts Receivable or any part thereof and shall not be
bound to institute proceedings for the purpose of collecting, realizing or
obtaining payment of the same or for the purpose of preserving any rights of
the Assignee, the undersigned or any other person, firm or corporation in
respect of the same.
3. The Assignee
may grant extensions of time and other indulgences, take and give up
securities, accept compositions, grant releases and discharges and otherwise
deal with the undersigned, debtors of the undersigned, sureties and others and
with the Accounts Receivable and other securities as the Assignee may see fit
without prejudice to the liability of the undersigned or the Assignee's right
to hold and realize this security.
4. All moneys
collected or received by the undersigned in respect of the Accounts Receivable
shall be received as trustee for the Assignee and shall be forthwith paid to
the Assignee.
5. All moneys collected or received by the Assignee in respect of
the Accounts Receivable (whether by virtue of paragraph 4 or otherwise) may be
applied on account of such parts of the indebtedness and liability of the
undersigned as to the Assignee seems best or in the discretion of the Assignee
may be released to the undersigned, all without prejudice to the Assignee's
claims upon the undersigned.
6. The undersigned shall on request furnish to the
Assignee in writing all information requested relating to the Accounts
Receivable and the Assignee shall be entitled to inspect the securities, bills,
notes, books, papers and other documents or take temporary custody thereof and
for such purposes the Assignee shall have access to all premises occupied by
the undersigned.
7. The
undersigned shall on the Assignee's request do, make and execute all such
financing statements, further assignments, documents, acts, matters and things
as may be required by the Assignee of or with respect to the Accounts
Receivable or any part thereof or as may be required to give effect to these
presents, including, but not limited to obtaining waivers and subordinations of
interests in the Accounts Receivable from any persons having a prior claim or
interest thereto. The undersigned hereby
constitutes and appoints the Assignee the true and lawful attorney of the
undersigned irrevocable with full power or substitution to do, make and execute
all such statements, assignments, documents, acts, matters or things with the
right to use the name of the undersigned whenever and wherever it may be deemed
necessary or expedient.
8. The provisions hereof shall go to the
benefit of the successors and assigns of the Assignee and shall be binding upon
the respective heirs, executors, administrators, successors and assigns of the
undersigned.
9. Notices.
Any notice required by this Agreement or given in
connection with it, shall be in writing and shall be given to the appropriate
party by personal delivery or a recognized over night delivery service such as
FedEx.
If
to the Assignee: _____________________________________________________.
If
to the Assignor: ___________________________________________________.
10. No Waiver.
The
waiver or failure of either party to exercise in any respect any right provided
in this agreement shall not be deemed a waiver of any other right or remedy to
which the party may be entitled.
11. Entirety
of Agreement.
The terms and conditions set forth herein constitute the
entire agreement between the parties and supersede any communications or
previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings
directly or indirectly related to this Agreement that are not set forth
herein. No change can be made to this
Agreement other than in writing and signed by both parties.
12. Governing Law.
This
Agreement shall be construed and enforced according to the laws of the State of
____________________ and any dispute under this Agreement must be brought in
this venue and no other.
13. Headings in this Agreement
The
headings in this Agreement are for convenience only, confirm no rights or
obligations in either party, and do not alter any terms of this Agreement.
14. Severability.
If
any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
In
Witness whereof, the parties have executed this Agreement as of the date
first written above.
_________________________ _______________________
Assignee Assignor
___________________
Date
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