Business UCCI Document

BUSINESS UCCI DOCUMENT

This Business UCCI Document (the Agreement) is made effective as of by and between Secured Party: , with principal address , and Debtor: , with principal address .

WHEREAS

1. WHEREAS, Debtor is engaged in the business of providing goods and/or services and desires to secure certain obligations to Secured Party by granting a security interest in the Collateral described below.

2. WHEREAS, Secured Party is willing to accept a security interest in specified Collateral as security for payment and performance of Debtor's obligations under this Agreement in accordance with the Uniform Commercial Code as adopted in the Governing Law jurisdiction.

3. WHEREAS, the parties intend that Secured Party may file, amend and terminate financing statements and related instruments necessary to perfect, protect and enforce the security interest granted herein.

SCOPE OF WORK

GRANT OF SECURITY INTEREST & COLLATERAL

Debtor hereby grants to Secured Party a continuing security interest in all of Debtor's right, title and interest in and to the following described collateral (the Collateral), whether now owned or hereafter acquired, and all proceeds and products thereof:

The security interest secures payment and performance of all Debtor obligations to Secured Party under this Agreement and any related promissory notes, invoices, or other instruments up to the maximum principal amount of together with interest, fees, costs of collection and other charges as provided herein.

PAYMENT TERMS

TERM AND TERMINATION

Term Commencement: . Term Expiration: .

Either party may terminate this Agreement upon written notice delivered in accordance with the Notices provision below after the expiration of the notice period, subject to Secured Party's continuing right to enforce the security interest with respect to any outstanding obligations at the time of termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information received from the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that: (a) is or becomes generally available to the public other than as a result of disclosure by the receiving party; (b) was in the receiving party's lawful possession prior to disclosure; (c) is lawfully obtained from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's confidential information.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Debtor represents and warrants that: (a) Debtor is duly organized and in good standing under applicable law and has full authority to grant the security interest; (b) the Collateral is and will be free of any other security interests except as disclosed to Secured Party in writing; and (c) execution, delivery and performance of this Agreement do not violate any material agreement or law to which Debtor is subject.

DEFAULT, REMEDIES AND ENFORCEMENT

The occurrence of any of the following shall constitute an Event of Default: (a) failure to pay any amount when due beyond any applicable grace period; (b) breach of any material representation, warranty or covenant; (c) insolvency, bankruptcy, appointment of a receiver, or similar event with respect to Debtor. Upon an Event of Default, Secured Party shall have all rights and remedies of a secured party under the Uniform Commercial Code, including the right to take possession of the Collateral, dispose of the Collateral, and apply proceeds to outstanding obligations, together with costs and expenses of enforcement.

FINANCING STATEMENT, FILING AND AUTHORIZATION

Debtor authorizes Secured Party to file, amend and terminate financing statements and any other instruments or notices necessary to perfect and protect the security interest granted herein in all jurisdictions where filing is necessary or desirable. Debtor agrees to promptly execute such instruments and provide any information reasonably requested by Secured Party to effect such filings.

Individual Corporation LLC Partnership Other

NOTICES

All notices required or permitted to be given under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or such other address as either party may designate by notice to the other.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or other jurisdiction agreed by the parties below without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement (including any financing statements, schedules and exhibits executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law, such provision shall be reformed to the minimum extent necessary to make it enforceable, or if not reformable, severed, and the remaining provisions shall continue in full force and effect.

EXECUTION

The parties acknowledge that they have read and understand this Agreement, that they have the authority to enter into this Agreement, and that this Agreement is executed and delivered as of the Effective Date first written above.

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