§12A-9-318.

§12A-9-318.
   
   Defenses Against Assignee; Modification of Contract After Notification
   of Assignment; Term Prohibiting Assignment Ineffective; Identification
   and Proof of Assignment. -
   
   (1) Unless an account debtor has made an enforceable agreement not to
   assert defenses or claims arising out of a sale or lease as provided
   in Section 9-206 the rights of an assignee are subject to:
   
   (a) all the terms of the contract between the account debtor and
   assignor and any defense or claim arising therefrom; and
   
   (b) any other defense or claim of the account debtor against the
   assignor which accrues before the account debtor receives notification
   of the assignment.
   
   (2) So far as the right to payment or a part thereof under an assigned
   contract has not been fully earned by performance, and notwithstanding
   notification of the assignment, any modification of or substitution
   for the contract made in good faith and in accordance with reasonable
   commercial standards is effective against an assignee unless the
   account debtor has otherwise agreed but the assignee acquires
   corresponding rights under the modified or substituted contract. The
   assignment may provide that such modification or substitution is a
   breach by the assignor.
   
   (3) The account debtor is authorized to pay the assignor until the
   account debtor receives notification that the amount due or to become
   due has been assigned and that payment is to be made to the assignee.
   A notification which does not reasonably identify the rights assigned
   is ineffective. If requested by the account debtor, the assignee must
   seasonably furnish reasonable proof that the assignment has been made,
   and unless he does so, the account debtor may pay the assignor.
   
   (4) A term in any contract between an account debtor and an assignor
   is ineffective if it prohibits assignment of an account or chattel
   paper or prohibits creation of a security interest in a general
   intangible for money due or to become due or requires the account
   debtor's consent to such assignment or security interest.