Intellectual Property Security Agreement

Intellectual Property Security Agreement

This Intellectual Property Security Agreement (IP Security Agreement) is made on this by and between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Assignor, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Secured Party.

Whereas, Assignor owes Secured Party the sum of $ evidenced by a Promissory Note of even date herewith, bearing interest from date at the rate of Percent ( %) per annum; and

Whereas, the undersigned Assignor is anxious to secure the payment of said indebtedness at the maturity thereof;

Now, therefore for an in consideration of Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned Assignor has agreed to grant, covey and assign to Secured Party, certain intellectual property of the Assignor, and both parties have agreed to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office, and other appropriate governmental authorities.

1. Grant of Security

Assignor hereby grants to the Secured Party a security interest in all of such Secured Party’s right, title and interest in and to the following (the Collateral):

A. The patents and patent applications set forth in Schedule A hereto (the Patents);

B. The trademark and service mark registrations and applications set forth in Schedule B, together with the goodwill symbolized thereby (the Trademarks);

C. All copyrights, whether registered or unregistered, now owned or hereafter acquired by such Assignor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto (the Copyrights);

D. All reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Assignor accruing thereunder or pertaining thereto;

E. Any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and

F. Any and all proceeds of Collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing.

2. Security for Obligations

The grant of a security interest in the Collateral by Assignor under this IP Security Agreement secures the payment of all Obligations of such Assignor now or hereafter existing under or in respect of the Note, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this IP Security Agreement secures, as to Assignor, the payment of all amounts that constitute part of the Secured Obligations.

3. Recordation

Assignor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other applicable government officer record this IP Security Agreement.

4. Execution in Counterparts

This IP Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

5. Grants, Rights and Remedies

This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Assignor does hereby acknowledge and confirm that the grant of the security interest hereunder to Secured Party, and the rights and remedies with respect to the Collateral which are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

6. Governing Law

This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State .

WITNESS our signatures as of the day and date first above stated.

(Acknowledgment before Notary Public)