Intellectual Property Security Agreement for Recording with the U.S. Patent and
Trademark Office, and the United States Copyright Office
This Intellectual Property Security Agreement (IP Security Agreement) is made
on this ____________________________________ (date) , between ________________
_____________________________ (Name of Assignor) , a corporation organized and
existing under the laws of the state of ______________________, with its principal
office located at __________________________________________________________
________________________________________________________________________
(street address, city, county, state, zip code) , referred to herein as Assignor , and
________________________________ (Name of Secured Party) , a corporation
organized and existing under the laws of the state of __________________________,
with its principal office located at ____________________________________________
________________________________________________________________________
(street address, city, county, state, zip code) , 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 under signed 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.
__________________________________ ____________________________________
(Name of Assignor) (Name of Secured Party)
By: _______________________________ By: ________________________________
(P rinted or typed name) (P rinted or typed name)
__________________________________ ____________________________________
(Name and Office in Corporation) (Name and Office in Corporation)
(Acknowledgment before Notary Public)