14-9-318. DEFENSES AGAINST AN ASSIGNEE; MODIFICATION OF A 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 as provided in Section 206, the rights of an assignee are subject to
   1. All the terms of the contract between the account debtor and assignor and any defense or claim arising therefrom; and
   2. 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 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. 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 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.