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Trademark Security Agreement

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This Trademark Security Agreement sets forth a security agreement between a debtor and secured party whereby the debtor grants, assigns, and pledges a security interest in certain intellectual property. The debtor grants a security interest in its trademarks, including royalties and the right to sue past, present, and future infringers, and further grants an interest in the debtor’s license agreements and goodwill connected to the trademarks. This form should be used by companies seeking to use trademarks as collateral for a loan or by lending institutions seeking a security interest in a debtor’s trademarks.

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									This Trademark Security Agreement sets forth a security agreement between a debtor
and secured party whereby the debtor grants, assigns, and pledges a security interest in
certain intellectual property. The debtor grants a security interest in its trademarks,
including royalties and the right to sue past, present, and future infringers, and further
grants an interest in the debtor’s license agreements and goodwill connected to the
trademarks. This form should be used by companies seeking to use trademarks as
collateral for a loan or by lending institutions seeking a security interest in a debtor’s
trademarks.
                     TRADEMARK SECURITY AGREEMENT
This Trademark Security Agreement (the “Agreement”) is made and effective this __ day of
________, 20__ (the “Effective Date”),

By and Between:

Name ________________________________

Address ___________________________________

(the “Secured Party”)

And:

Name ________________________________

Address ___________________________________

(the “Debtor”), collectively referred to herein as the “Parties.”

The Parties hereby agree as follows:

                                               RECITALS:

(A) WHEREAS, the Debtor and the Secured Party have entered into a certain Loan Agreement
dated __________________ (hereinafter referred to as the “Loan Agreement”).

(B) WHEREAS, this Loan Agreement provides for the Secured Party to issue loans to the
Debtor. As a condition to the making of loans (the “Loans”) under the Loan Agreement, Debtor
shall execute and deliver this Trademark Security Agreement to the Secured Party.

(C) WHEREAS, in order to secure the repayment and performance of all Loan and other
obligations of Debtor under the Loan Agreement, Debtor hereby has agreed to grant to Secured
Party a security interest in the Collateral (as defined below) in accordance with the terms and
conditions of this Agreement.

(D) NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
conditions contained herein, and with the intention of being legally bound hereby, the Debtor and
the Secured Party agree as follows:

I.       CREATION OF SECURITY INTEREST

1.1 Debtor hereby grants, assigns and pledges to the Secured Party, its successors and assigns, a
security interest in all of the Debtor's right, title and interest in and to the Collateral, as described
in Article 2 below (the “Security Interest”).




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1.2 The Security Interest granted hereby is intended to be a general and continuing security for
the prompt and complete payment of the Loans and for the observance and performance of all
other obligations and liabilities of the Debtor to the Secured Party, whether direct or indirect,
under the Loan Agreement.

1.3 Secured Party shall retain title to the Collateral until the Debtor has performed all of its
obligations under the Loan Agreement.

II.       COLLATERAL

2.1 Debtor grants to Secured Party a continuing Security Interest in the following:

(A) trademarks, trademark registrations, trade names and trademark applications for any of the
foregoing in the United States Patent and Trademark Office or in any other office or with any
other official anywhere in the world including, without limitation, the trademarks, trademark
registrations, service marks, service mark registrations and applications listed on Exhibit A,
attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties,
damages and payments now and hereafter due and/or payable with respect thereto, including,
without limitation, payments under all licenses entered into in connection therewith and damages
and payments for past or future infringements thereof, (iii) the right to sue for past, present and
future infringements thereof, and (iv) all rights corresponding thereto throughout the world (all
of the foregoing trademarks, and trademark registrations, trade names, service marks, service
mark registration and applications are hereinafter referred to as the 'Trademarks');

(B) license agreements with any other party in connection with any Trademarks or such other
party's trademarks, whether the Debtor is a licensor or licensee under any such license
agreement, including, but not limited to, the license agreements listed on Exhibit B attached
hereto and made a part hereof, and the right to sell and advertise for sale, all of the inventory
now or hereafter owned by the Debtor and now or hereafter covered by such license agreements.
(All of the foregoing being hereinafter referred to collectively as the “Licenses”); and

(C) the goodwill of the Debtor's business connected with and symbolized by the Trademarks.

(A – C collectively referred to as the “Collateral”)

III.     TERM AND TERMINATION

3.1 This Agreement shall remain in effect until the earlier of:

(A) the expiration or abandonment of each of the Trademarks and Licenses subject to this
Agreement; or

(B) the payment in full of the obligations and the termination of the Loan Agreement.

3.2 Secured Party may terminate this Agreement by giving a termination notice to the Debtor at
the address set forth herein, and the termination shall be effective as of the date mentioned in
such notice.



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IV.      REASSIGNMENT OF COLLATERAL

4.1 After termination, or when Secured Party has received full payment under the Loan
Agreement, Secured Party shall reassign to Debtor all Collateral held by Secured Party, and shall
execute a termination of all Loan Agreements and security interests given by Debtor to Secured
Party.

V.       DEBTOR’S REPRESENTATIONS AND WARRANTIES

5.1 Debtor hereby represents, warrants and covenants that:

(A) Debtor has full power and authority to enter into and grant the security interest to the
Secured Party. The Debtor has taken all actions necessary to authorize the execution, delivery
and performance of this Agreement. This Agreement is a legal, valid and binding obligation of
the Debtor, enforceable in accordance with its terms;

(B) Debtor’s execution, delivery and performance of this Agreement does not conflict with or
violate any law, regulation, order, judgment, rule or agreement to which the Debtor is a party or
by which it is bound;

(C) the Security Interests in the Collateral granted hereunder constitutes valid security interest in
the Collateral, securing Payment obligations of the Debtor under the Loan Agreement;

(D) all of the Collateral is and shall at all times remain free and clear of any and all liens, claims
or encumbrances other than as contemplated by this Agreement, and Debtor has not granted and
will not grant any security interest in the Collateral to any other party;

(E) except for the Security Interest granted herein, the Debtor is and will be the true owner of, all
the Collateral free from any adverse liens, security interests or encumbrances and will have the
exclusive right to the Collateral. The Debtor agrees to defend the collateral against all claims and
demands of all persons, firms or bodies at any time claiming any interest in the collateral or any
part thereof.

(F) Debtor has made no previous assignment, transfer or agreements in conflict herewith or
constituting a present or future assignment, transfer, or encumbrance on any of the Collateral;

(G) so long as any Obligations remain outstanding under the Loan Agreement and the Loan
Agreement has not terminated, the Debtor will not execute, and there will not be on file in any
public office, any effective financing statement or other document or instrument covering the
Collateral except as otherwise contemplated or permitted hereby or by the Loan Agreement;

(H) Debtor acknowledges that all information furnished to the Secured Party concerning the
Collateral and proceeds thereof, for the purpose of obtaining credit or an extension of credit, is,
or will be at the time the same is furnished, accurate and correct in all material respects;

(I) to the best of the Debtor's knowledge and belief following diligent inquiry, no infringement or
unauthorized use presently is being made of any of the Trademarks or Licenses which has or



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may reasonably be expected to have, alone or in the aggregate, a material adverse affect on the
Security Interest;.

(J) Debtor will not sell, assign or otherwise transfer any of its right, title or interest in any of the
Collateral except as permitted by the Loan Agreement; and

(K) Debtor will pay, on demand of the Secured Party, all reasonable expenses, including
attorney’s fees and disbursements and all the remuneration of any receiver appointed hereunder,
incurred by the Secured Party in the preparation, perfection and enforcement of this Agreement.

VI.      DUTIES OF THE DEBTOR

6.1 Debtor shall be responsible for the following:

(A) to prosecute diligently any trademark application that is part of the Trademarks pending as of
the date hereof or thereafter until all payment obligations of the Debtor shall have been paid in
full;

(B) to make applications on trademarks, as appropriate; and

(C) to preserve and maintain all rights in the Collateral, except for a material adverse effect.

6.2 Any expenses incurred in connection with the duties set forth in Article 6.1 shall be borne by
the Debtor.

6.3 Debtor shall not abandon any right to file a trademark application in the United States or in
any country without the prior written consent of the Secured Party except as would not have or
be reasonably expected to have a material adverse effect.

6.4 In the event Debtor fails to comply with any of the duties contained herein, the Secured Party
may perform such duties on the Debtor's behalf and in the Debtor’s name and at the Debtor’s
expenses to the extent permitted by law. Debtor will reimburse the Secured Party for all
expenses, including the fees and legal costs incurred by the Secured Party in protecting,
defending and maintaining the Collateral.

VII.     ROYALTIES

7.1Debtor hereby agrees that any rights granted hereunder to the Secured Party with respect to all
the Collateral shall be worldwide and without any liability for royalties or other related charges
from the Secured Party to the Debtor.

VIII.     RIGHT TO INSPECT (optional provision)

 8.1The Secured Party shall have the right, at any time and from time to time, to enter the
Debtor's premises and to examine the books, records and operations, upon reasonable notice and
at such reasonable times and as often as may be reasonably requested.

IV.      DEFAULT



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9.1 Debtor shall be in default under this Agreement and the whole or any part of the unpaid
balance of any obligations or liabilities secured by this Agreement shall become immediately due
and payable if any of the following events occurs:

(A) if any event of default occurs under the terms of the Loan Agreement, and such default
continues and remains uncured beyond the cure period specified therein, if any;

(B) if Debtor fails or neglects to perform any term, provision, condition, covenant, agreement,
warranty or representation contained in the Loan Agreement or this Security Agreement and
such default continues and remains uncured beyond the cure period specified therein, if any;

(C) if any warranty, representation or statement made or furnished herein to the Secured Party by
or on behalf of Debtor proving to have been false in any material respect when made or
furnished;

(D) if Debtor applies for the appointment of, or has appointed, a receiver, custodian, trustee, or
similar officer for it or all or any part of its property business or the Collateral;

(E) if Debtor commences, or has commenced against it, or acquiesces in the commencement of
any action or proceeding in bankruptcy or seeking reorganization, arrangement, readjustment of
debts, or any other relief under the United States Bankruptcy Code, as amended, or under any
other bankruptcy or insolvency law, state or federal, now or hereafter existing, whether or not an
order for relief has been entered therein; and

(F) if Debtor fails to pay when due any of the payment obligations secured by this Agreement.

X.       SECURED PARTY’S RIGHTS AND REMEDIES

10.1 Upon occurrence and during continuance of an event of default, the Secured Party shall
have the right, but shall in no way be obligated, to bring suit in its own name for its own benefit
to enforce the Trademarks and Licenses.

10.2 If the Secured Party shall commence any such suit, the Debtor shall, at the request of the
Secured Party, do any and all lawful acts and execute any and all proper documents required by
the Secured Party in aid of such enforcement. The Debtor shall, upon demand, promptly
reimburse the Secured Party for all costs and expenses incurred by it pursuant to the terms of the
Loan Agreement.

XI.      RESTRICTIONS ON FUTURE AGREEMENTS

11.1 Debtor hereby agrees and acknowledges that until all the obligations have been satisfied in
full and the Loan Agreement has been terminated, the Debtor will not, without the Secured
Party’s prior written consent, abandon any Trademark, enter into any agreement, including,
without limitation, any license agreement (other than as necessary to maintain or protect any
Trademark), which is inconsistent with the Debtor’s obligations under this Agreement.

11.2 Debtor further agrees that it will not take any action, or permit any action to be taken by any
third party which would affect the validity, priority, perfection or enforcement of the rights


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transferred to the Secured Party under this Agreement, and any such agreement or action shall be
null and void and of no effect whatsoever.

XII.     NOTICES

12.1 All notices, demands, and requests which may be given or which are required to be given by
either party to the other, hereunder shall be in writing. Such notices shall be deemed delivered
when personally delivered to the address of the party to receive such notice set forth below or,
whether actually received or not, five (5) days after having been deposited in any post office or
mail receptacle regularly maintained by the United States Government, certified or registered
mail, return receipt requested, postage prepaid, properly addressed as follows:
If to Secured Party:

__________________________

__________________________

__________________________
If to Debtor:

___________________________

___________________________

___________________________

XIII. GOVERNING LAW

13.1 This Agreement and the rights of the Parties hereunder, shall be interpreted in accordance
with, and governed by, the laws of the State of ______________ without giving effect to any
conflict of law provision.

XIV. DISPUTE RESOLUTION

14.1 Any dispute, controversy or claim arising out of or relating to this Agreement or the
validity, construction or performance of this Agreement or the breach thereof, shall be resolved
by arbitration according to the rules and procedures of the American Arbitration Association.
Such rules and procedures are incorporated herein and made a part of this Agreement by
reference. The Parties agree that they will abide by and perform any award rendered in any such
arbitration and that any court having jurisdiction may issue a judgment based upon the award.
Moreover, the prevailing party shall be entitled to reimbursement of reasonable attorney fees and
costs.

XV.      MISCELLANEOUS

15.1 Debtor shall indemnify the Secured Party for any and all costs, expenses, damages and
claims, including legal fees (“losses”) incurred by the Secured Party with respect to any claim or


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claims brought by third parties regarding the Debtor’s ownership or purported ownership of, or
rights or purported rights arising from, any of the Patent collateral or any practice, use, license or
sublicense thereof, or any practice, manufacture, use or sale of any of the inventions disclosed or
claimed therein, whether arising out of any past, current or future event, circumstance, act or
omission or otherwise.

15.2 Waiver. No waiver by Secured Party of any default shall operate as a waiver of any other
default or of the same default on a future occasion. All rights of Secured Party hereunder shall
inure to the benefit of its successors and assigns; and all obligations of Debtor shall bind its
successors or assigns. If there be more than one Debtor, their obligations hereunder shall be joint
and several. This Agreement shall become effective when it is signed by Debtor.

15.3 Cumulative Remedies; Power of Attorney. All of the Secured Party's rights and remedies
with respect to the Collateral, whether established by this Agreement ,the Loan Agreement, any
other agreements, or by law shall be cumulative and may be exercised singularly or concurrently.

Upon occurrence of an event of default and receipt of a written notice by the Debtor of the
Secured Party's intention to enforce its right and claims against the Debtor, the Debtor hereby
authorizes the Secured Party to make, constitute and appoint any officer or agent as the Debtor's
true and lawful attorney-in-fact, with powers to:

(A) endorse on behalf of the Debtor all applications, documents, papers and instruments
necessary or desirable for the Secured Party in the use of the Collateral;

(B) take any other actions with respect to the Collateral as the Secured Party deems necessary;

(C) grant or issue any exclusive or non-exclusive license under the Collateral to anyone; and

(D) assign, pledge, convey or otherwise transfer title in or dispose of the Collateral to anyone
free and clear of any encumbrances.

Debtor hereby ratifies all actions of the attorney made by virtue hereof. This power of attorney
shall be irrevocable until the obligations have been paid in full and the Loan Agreement has been
terminated.

15.4 No Release or Discharge of Obligations. Debtor’s obligations under this Agreement are
absolute and unconditional and shall not be released, discharged or otherwise affected by any
action or inaction of the Secured Party in enforcing its rights hereunder, by any bankruptcy,
insolvency or similar proceeding, or by any other matter which might vary the Debtor’s risk, or
operate to discharge the Debtor as a matter of law.

15.5 Assignment. The Secured Party or any assignee of this Agreement may, without further
notice to the Debtor, at any time assign this Agreement. The Debtor expressly agrees that with
respect to such an assignment, or transfer of this Agreement the assignee shall have all of the
Secured Party’s rights and remedies under this Agreement and the Debtor will pay the
obligations, indebtedness and liabilities secured hereby to the assignee or transferee at its place
of business as said obligations, indebtedness and liabilities become due.



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15.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the Parties hereto.

15.7 Entire Agreement. This Agreement constitutes the final, complete and exclusive statement
of the terms of the Agreement.

15.8 Amendment and Modification. This Agreement may not be modified, supplemented or
amended, or any of its provisions waived, except by a writing signed by the Parties. Any oral
representations or modifications concerning this Agreement shall be of no force and effect.

15.9 Survival. All covenants, representations and warranties of the Debtor made in this
Agreement or in any other written agreement, statement or certificate delivered by Debtor to the
Secured Party at any time in connection herewith shall survive the execution and delivery of this
Agreement.

15.10 Severability. If any term, provision, covenant or condition of this Agreement, or its
application to any person, place or circumstance, shall be held to be invalid, unenforceable or
void, the remainder of this Agreement and such term, provision, covenant or condition as applied
to other persons, places and circumstances shall remain in full force and effect.

15.11 Time of the Essence. TIME IS EXPRESSLY DECLARED TO BE OF THE ESSENCE of
each Obligation of the Debtor hereunder and in all matters concerning this Agreement, including
all acts or things to be done or performed in connection herewith, and specifically of every
provision of this Agreement.

15.12 Headings. All headings used in this Agreement have been inserted for convenience of
reference only and are not intended to assist in the interpretation of any of the provisions of this
Agreement unless expressly referred to in the provisions of this Agreement.

15.13 Counterparts; Execution. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original Agreement, and all of which shall constitute one
Agreement to be effective as of the date of execution of this Agreement.

IN WITNESS WHEREOF, the Parties hereto, or their duly authorized representatives, have
caused this Agreement to be dated, executed and delivered as of the day and year first above
written.



[DEBTOR]




_________________________________

Name:


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Title:




[SECURED PARTY]




_________________________________

Name:

Title:




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                                              NOTARIZATION

STATE OF _____________________

COUNTY OF ____________________



In _______________, on the _____________ day of ____________, 19___, before me, a Notary
Public in and for the above state and county, personally appeared __________________, known
to me or proved to be the person named in and who executed the foregoing instrument, and being
first duly sworn, such person acknowledged that he or she executed said instrument for the
purposes therein contained as his or her free and voluntary act and deed.




                     _______________________________

                     NOTARY PUBLIC




                     My Commission Expires: ________




                     (SEAL)




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                                                      Exhibit A

                                                    Trademarks




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                                                      Exhibit B

                                       Trademark License Agreements




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