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Security Agreement With Copyright As Collateral

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SECURITY AGREEMENT
WITH COPYRIGHT AS COLLATERAL
This Security Agreement (the “Agreement”) is made and effective this 4th day of April, 2015,
BETWEEN: Weatherman Time, Inc (the 'Secured Party'), a corporation organized and existing under the laws of the state of Ohio with its head office located at: 20 North Broadway, Suite 1800, Cleveland, Ohio 44113-2241
AND: Wood Crapo LLC (the 'Borrower'), a corporation organized and existing under the laws of the state of California with its head office located at: 2500 Terminal Tower, 50 Public Square, Sacramento, California 46107
BACKGROUND INFORMATION
A. On even date herewith, Secured Party has extended a loan to Borrower, in the original principal amount equal to [AMOUNT] which indebtedness is represented by a certain promissory note dated [DATE] executed by Borrower in favor of Secured Party.
B. Secured Party has required Borrower to give certain collateral for the indebtedness evidenced by the Promissory Note in the form of certain [COUNTRY] Copyrights described in Exhibit “A” attached hereto (the “Copyrights” or the “Collateral”).
C. Borrower represents and warrants to the Secured Party that the Borrower is the sole and exclusive owner of the Copyrights and has full and unrestricted right, title and interest in and to said Copyrights.
NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower agrees to grant Secured Party a security interest in and to said Copyrights as follows:
1. GRANT OF SECURITY INTEREST
1.1. Grant of Security Interest
Borrower hereby grants and conveys to the Secured Party, a first priority security interest as defined under [LAW ], for the benefit of the Secured Party and the Secured Party’s successors and assigns, in and to the Borrower’s entire right, title and interest in and to the Copyrights, including but not limited to (i)all of the exclusive rights of the owner of a registered copyright under the [COUNTRY ] Copyright Act, (ii)the right to file copyright renewals with the [COUNTRY ] Copyright Office, (iii)the right to assert that the exclusive copyright has been infringed by a third party, (iv)the right to collect damages for copyright infringement, including the right to elect statutory damages and recover costs and attorney fees, (v)the right to receive all income, including royalties, mechanical royalties, damages for past and future infringement, and all other income and revenues of every nature and kind relative to such Copyrights, (vi)all rights related to the materials covered by the Copyrights throughout the world, (vii) the right to make and control derivative works based upon the original Copyrighted material and to assert ownership of such derivative works, (viii)the right to publish, reproduce, distribute, and publicly perform the Copyrighted works, (ix)the right to proceeds from any of the above.
1.2. Obligations Secured
The security granted hereunder shall be security for the prompt payment and performance of the Obligations. The Obligations shall include any and all debts, obligations and liabilities that the Borrower may have to the Secured Party, including but not limited to all obligations set forth in the Promissory Note, including but not limited to principal payment, interest, penalties and periodic payments.
2. USE AND ENJOYMENT PRIOR TO DEFAULT
So long as Borrower does not commit an Event of Default or an Event of Default does not otherwise occur, Borrower shall maintain full use and enjoyment of the Copyrights to use consistent with and subject to the terms of this Agreement.
3. REMEDIES UPON DEFAULT
On occurrence of an Event of Default, Secured Party shall have the following remedies:
3.1. Secured party may, at any time after default, without notice to Borrower, declare all or any of the obligations immediately due and payable. Secured party will have, in addition to all other rights and remedies, the rights and remedies of a Secured Party under [LAW ], including, without limitation, the right to sell, lease, or otherwise dispose of any or all of the Collateral.
3.2. After deducting all costs and expenses of every kind incurred in, or incidental to, the retaking, holding, advertising, preparing for sale, or the selling, leasing, or otherwise disposing of the Collateral, including, but not limited to, attorney's fees, legal expenses, and cost of any repair considered necessary by Secured Party, all of which costs and expenses Borrower agrees to pay, Secured Party may apply the net proceeds of any sale, license, lease, or other disposition of the collateral to payment of the obligation or obligations secured, whether due or not, in such order as Secured Party may elect. However, if Secured Party has transferred any of the obligations to another party, the net proceeds of any disposition of Collateral shall be applied first to payment of any notes constituting obligations in the order of their dates beginning with the note of earliest date (a note in extension or renewal being considered as if of the same date as the original note) and then to payment of any other obligations, whether due or not, in such order as Secured Party may elect. In applying net proceeds to payment of obligations, proper rebate for any unearned interest or discount will be made.
3.3. Whenever an attorney is employed to collect any obligation or to enforce any right of Secured Party against Borrower under this security agreement, whether by suit or other means, Borrower agrees to pay an attorney's fees.
4. EVENTS OF DEFAULT
The following shall constitute Events of Default hereunder:
4.1. Any failure to make any payment as required under the Promissory Note on or before the due date thereof.
4.2. Any failure to perform any act required under the Promissory Note or under the terms of this Agreement.
4.3. Lender determines that any of the representations and warranties made by the Borrower hereunder are untrue, inaccurate or misleading or have become untrue, inaccurate or misleading.
5. BORROWER COVENANTS, REPRESENTATIONS AND WARRANTIES
Borrower warrants, represents and covenants with and to the Borrower the following:
5.1. The Borrower has full right, power and authority to execute and deliver this Security Agreement and to grant the security interest in the Collateral as provided herein.
5.2. The execution, delivery and performance of this Security Agreement has been duly authorized by all necessary corporate action.
5.3. This Security Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium, or other similar laws from time to time in effect affecting creditor's rights generally and by principles governing the availability of equitable remedies, and the grant of the security interest in the Collateral existing on the date hereof constitutes, and, as to subsequently acquired Collateral, will constitute, a valid and perfected first and prior security interest, superior to the rights of any other person, in and to the Collateral.
5.4. Borrower shall have the responsibility and obligation to defend and protect the Copyrights at its own cost and expense and that Secured Party shall have no responsibility regarding the same. In the event that the Borrower fails or refused to take any step required by Secured Party to defend and protect its Copyright, Secured Party may, but is not required to take such action on behalf of and in the name of the Borrower and any costs and expenses incurred by Secured Party shall be immediately due and payable upon notice thereof to Borrower and such amounts shall be and become further Obligations secured by this Security Agreement.
5.5. Borrower shall register all derivative works, modifications, and amendments to the original Copyrighted works to the extent such registration is available. All such registrations shall be accomplished within the time from necessary to assure the election of statutory damages and attorney fees in the event of infringement as provided under the [COUNTRY ] Copyright Act. In furtherance thereof, Borrower shall consistently utilize copyright notices on all publications of the Copyrighted works. Borrower shall take all reasonable steps to police potential copyright infringement on the Copyrights. Borrower shall notify Secured Party in writing upon learning of possible infringements on the Copyrights. Any infringement that has a material adverse effect on the value of the Copyrights or otherwise required by the Secured Party shall be prosecuted by the Borrower using all available legal avenues.
5.6. Borrower shall take all steps necessary to assure maximum possible international protection of the Copyrights and protections under the Berne Convention on International Copyrights.
5.7. Borrower shall take any and all actions necessary to assure that the Copyrights remain in effect and are fully enforceable throughout the term of this Agreement. This shall include, but is not limited to assuring that such Copyrights are renewed on a timely basis.
5.8. Borrower shall not during the term of this Agreement, license any rights to use the Copyrights or any portion thereof without the advanced written consent of the Secured Party, which consent may be withheld in the discretion of the Secured Party.
5.9. Borrower shall, upon written request from the Secured Party, execute and deliver any and all documents required by the [COUNTRY ] Registrar of Copyrights and any applicable office for the recordation of liens to perfect the security interest in the Copyrights secured hereunder, assign the Copyrights to the Secured Party following the occurrence of any Event of Default and release the security agreement as provided herein. The recordation, transmission, preparation costs, and all other costs and expenses related thereto shall be the obligation of the Borrower.
6. POWER OF ATTORNEY
The Borrower hereby constitutes and appoints the Secured Party its true and lawful attorney-in-fact for the purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest.
7. NOTICES
Any notice or demand upon any party shall be in writing and shall be deemed to have been received when personally delivered or when mailed through the [COUNTRY ] Postal Service, postage prepaid, return receipt requested, or when shipped by private express carrier, shipment charges prepaid, to the party to whom delivery shall be made at the following respective addresses:
If to the Borrower: [FULL ADDRESS]
Attention: [NAME AND TITLE]
If to the Secured party: [FULL ADDRESS]
Attention: [NAME AND TITLE]
8. NO WAIVER
No delay on the part of the Secured Party in exercising any of its rights, remedies, powers and privileges hereunder or under applicable law or partial or single exercise thereof, shall constitute a waiver thereof. None of the terms and conditions of this Security Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the Borrower and the Secured Party.
9. INDEMNIFICATION
The rights, powers and remedies of the Secured Party herein provided are cumulative and not exclusive of any rights, powers or remedies which the Secured Party would otherwise have. The Borrower shall indemnify the Secured Party and save harmless the Secured Party from and against any liability, cost (including reasonable attorneys'fees)or damage which it may incur in connection with this Security Agreement and the security interest granted hereby, including, without limitation, any such liability, cost or damage it may incur in connection with the exercise, performance or preservation of any of its rights, powers and remedies set forth herein or otherwise available under law (except for any liability, cost or damage arising from the Secured Party's gross negligence or willful misconduct).
10. BINDING AGREEMENT
This Security Agreement shall be binding upon the Borrower and its successors and assigns and shall inure to the benefit of the Secured Party and its successors and assigns, provided, however, the Borrower may not, without the prior written consent of the Secured Party, assign any of its rights or obligations hereunder to any person or entity. All agreements, representations and warranties made herein by the Borrower shall survive the execution and delivery of this Security Agreement. This Security Agreement is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.
11. GOVERNING LAW
This Security Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the laws of [STATE/PROVINCE]. This Security Agreement is intended to take effect as a sealed instrument.
IN WITNESS WHEREOF, Borrower has caused this document to be executed under seal of the day and year first above written.
SECURED PARTY

 
BORROWER

 
Stephen Cochran
President
Bruce Jacobs
President


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