Security Agreement With Copyright As Collateral

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SECURITY AGREEMENT

This SECURITY AGREEMENT (the “Agreement”) is made and entered into effective as of {{effective_date}} (the “Effective Date”), by and between:

**Secured Party:** {{secured_party_name}}, a company duly incorporated under the laws of {{secured_party_jurisdiction}}, with its principal place of business at {{secured_party_address}} (hereinafter referred to as “Secured Party”).

AND

**Debtor:** {{debtor_name}}, a company duly incorporated under the laws of {{debtor_jurisdiction}}, with its principal place of business at {{debtor_address}} (hereinafter referred to as “Debtor”).

**(Collectively referred to as the “Parties” and individually as a “Party”).**

RECITALS

WHEREAS, Debtor is seeking a loan/credit facility from Secured Party in the amount of {{loan_amount}} (the “Obligation”).

WHEREAS, Debtor desires to grant a security interest in certain copyrighted material to Secured Party to secure the prompt and complete payment and performance of the Obligation.

WHEREAS, Secured Party is willing to extend the Loan/Credit Facility to Debtor on the condition that Debtor grants a security interest in the Collateral as defined herein.

GRANT OF SECURITY INTEREST

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Debtor hereby grants to Secured Party a continuing security interest in and to all of Debtor’s right, title, and interest in and to the following (collectively, the “Collateral”):

**(a) Copyrighted Works:** The copyrighted work(s) described in Schedule A attached hereto and incorporated herein by reference, including but not limited to, {{description_of_copyrighted_works}}, together with any and all registrations, applications, renewals, extensions, reissues, and continuations thereof, and all income, royalties, and other payments now or hereafter due or payable with respect to the foregoing.

**(b) Proceeds:** All proceeds of the foregoing, whether now owned or hereafter acquired, including any income, royalties, or other payments arising from the use, license, sale, or other disposition of the copyrighted works.

OBLIGATIONS SECURED

This Agreement secures the payment and performance of all present and future obligations, indebtedness, and liabilities of Debtor to Secured Party, of every kind and description, direct or indirect, absolute or contingent, primary or secondary, liquidated or unliquidated, whether now existing or hereafter arising, joint or several, including, without limitation, the repayment of the principal amount of the loan, accrued interest, fees, costs, expenses, and any other amounts due under the loan agreement dated {{loan_agreement_date}} (the “Obligation”).

DEBTOR'S REPRESENTATIONS AND WARRANTIES

Debtor hereby represents and warrants to Secured Party that:

**(a) Ownership:** Debtor is the sole and exclusive owner of the Collateral and has the full right, power, and authority to grant the security interest herein.

**(b) No Prior Encumbrances:** The Collateral is free and clear of all liens, charges, encumbrances, and security interests whatsoever, other than the security interest granted to Secured Party hereunder.

**(c) Validity of Copyright:** To the best of Debtor’s knowledge, the copyrights comprising the Collateral are valid and enforceable in {{relevant_jurisdiction_for_copyright}}.

**(d) No Infringement:** The exploitation of the Collateral by Debtor does not infringe upon any third-party intellectual property rights.

COVENANTS OF DEBTOR

Debtor covenants and agrees that, until the full and final satisfaction of the Obligation:

**(a) Protection of Collateral:** Debtor shall take all necessary steps to maintain and protect the Collateral, including, without limitation, filing all required renewals, extensions, and reissues of the copyrights.

**(b) Notice of Infringement:** Debtor shall promptly notify Secured Party of any infringement or threatened infringement of the Collateral and shall cooperate with Secured Party in taking appropriate action to protect the Collateral.

**(c) Further Assurances:** Debtor shall execute and deliver such further instruments and documents and take such further actions as Secured Party may reasonably request to perfect and maintain the security interest granted hereby.

**(d) No Disposal:** Debtor shall not sell, assign, license, or otherwise dispose of the Collateral without the prior written consent of Secured Party, except in the ordinary course of business that does not adversely affect the Secured Party's interest.

EVENTS OF DEFAULT

The occurrence of any of the following shall constitute an “Event of Default” under this Agreement:

**(a) Non-Payment:** Failure by Debtor to pay any amount due under the Obligation when due.

**(b) Breach of Covenants:** Breach by Debtor of any covenant or agreement contained in this Agreement or the loan agreement.

**(c) Misrepresentation:** Any representation or warranty made by Debtor in this Agreement proves to be false or misleading in any material respect.

**(d) Insolvency:** Debtor becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy or insolvency proceeding.

REMEDIES ON DEFAULT

Upon the occurrence of an Event of Default, Secured Party shall have all rights and remedies available to a secured party under the laws of {{governing_law_jurisdiction}}, including, without limitation, the right to:

**(a) Take Possession:** Take possession of the Collateral.

**(b) Sell Collateral:** Sell, lease, license, or otherwise dispose of the Collateral at a public or private sale.

**(c) Apply Proceeds:** Apply the proceeds of any disposition of the Collateral to the satisfaction of the Obligation.

**(d) Exercise Rights:** Exercise all rights and remedies provided in any other agreement between Debtor and Secured Party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

SIGNATURE BLOCK

IN WITNESS WHEREOF, the Parties have executed this Security Agreement as of the Effective Date first written above.

**SECURED PARTY:**

By: _________________________ Date: _________________________

Name: {{secured_party_signatory_name}}

Title: {{secured_party_signatory_title}}

**DEBTOR:**

By: _________________________ Date: _________________________

Name: {{debtor_signatory_name}}

Title: {{debtor_signatory_title}}