[{"data":1,"prerenderedAt":509},["ShallowReactive",2],{"document-security-agreement-with-copyright-as-collateral-D914":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":508},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"SECURITY AGREEMENT WITH COPYRIGHT AS COLLATERAL This Security Agreement is made and effective [DATE], BETWEEN: [SECURED PARTY NAME] (the \"Secured Party\") a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\") a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Background Information 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. 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\"). 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: GRANT OF SECURITY INTEREST 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. 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. 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. REMEDIES UPON DEFAULT On occurrence of an Event of Default, Secured Party shall have the following remedies: 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. 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. 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. EVENTS OF DEFAULT The following shall constitute Events of Default hereunder: Any failure to make any payment as required under the Promissory Note on or before the due date thereof. Any failure to perform any act required under the Promissory Note or under the terms of this Agreement. 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. BORROWER COVENANTS, REPRESENTATIONS AND WARRANTIES Borrower warrants, represents and covenants with and to the Borrower the following: 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. The execution, delivery and performance of this Security Agreement has been duly authorized by all necessary corporate action.",null,"Security Agreement With Copyright As Collateral","5",52,"doc","https://templates.business-in-a-box.com/imgs/1000px/security-agreement-with-copyright-as-collateral-D914.png","https://templates.business-in-a-box.com/imgs/250px/914.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#914.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"security agreement with copyright as collateral","Security Agreement With Copyright As Collateral Template","https://templates.business-in-a-box.com/imgs/400px/914.png","https://templates.business-in-a-box.com/imgs/600px/914.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":17,"url":18},{"label":32,"url":33},"Guaranties & Collateral","/templates/guaranties-and-collateral/",[35,39,43,47,51,55,59,63,67,71,75,79,83,103,119,135,149,165],{"label":36,"url":37,"thumb":38,"extension":10},"Collateral Agreement","/template/collateral-agreement-D13257","https://templates.business-in-a-box.com/imgs/250px/13257.png",{"label":40,"url":41,"thumb":42,"extension":10},"Security Agreement","/template/security-agreement-D915","https://templates.business-in-a-box.com/imgs/250px/915.png",{"label":44,"url":45,"thumb":46,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":48,"url":49,"thumb":50,"extension":10},"Copyright Assignment","/template/copyright-assignment-D960","https://templates.business-in-a-box.com/imgs/250px/960.png",{"label":52,"url":53,"thumb":54,"extension":10},"Assignment of Copyright","/template/assignment-of-copyright-D755","https://templates.business-in-a-box.com/imgs/250px/755.png",{"label":56,"url":57,"thumb":58,"extension":10},"Cyber Security Audit Agreement","/template/cyber-security-audit-agreement-D13513","https://templates.business-in-a-box.com/imgs/250px/13513.png",{"label":60,"url":61,"thumb":62,"extension":10},"Security Agreement and Promissory Note","/template/security-agreement-and-promissory-note-D912","https://templates.business-in-a-box.com/imgs/250px/912.png",{"label":64,"url":65,"thumb":66,"extension":10},"Copyright Assignment For Software","/template/copyright-assignment-for-software-D760","https://templates.business-in-a-box.com/imgs/250px/760.png",{"label":68,"url":69,"thumb":70,"extension":10},"Security Agreement Covering Consumer Goods","/template/security-agreement-covering-consumer-goods-D913","https://templates.business-in-a-box.com/imgs/250px/913.png",{"label":72,"url":73,"thumb":74,"extension":10},"Notice of Private Sale of Collateral","/template/notice-of-private-sale-of-collateral-D402","https://templates.business-in-a-box.com/imgs/250px/402.png",{"label":76,"url":77,"thumb":78,"extension":10},"Notice of Public Sale of Collateral","/template/notice-of-public-sale-of-collateral-D403","https://templates.business-in-a-box.com/imgs/250px/403.png",{"label":80,"url":81,"thumb":82,"extension":10},"Network Security Policy","/template/network-security-policy-D14013","https://templates.business-in-a-box.com/imgs/250px/14013.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":92,"url":102},"PERSONAL GUARANTEE This Personal Guarantee (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Guarantor\"), an individual with his main address located at: [YOUR COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] I, [NAME OF GUARANTOR], residing at [COMPLETE ADDRESS], hereby personally and solidarity guarantee all of the obligations of [YOUR COMPANY NAME] and agree to be bound solidarity with [YOUR COMPANY NAME] for the prompt performance of [YOUR COMPANY NAME]'s obligations under that certain [SPECIFY] Agreement dated [DATE] (the \"Agreement\") between [YOUR COMPANY NAME] and [COMPANY NAME], including without limitation the payment of all goods, wares and merchandise as [YOUR COMPANY NAME] may from time to time select and purchase on credit from [COMPANY NAME], and hereby expressly renounce to the benefits of division and discussion. Furthermore, I agree that waive may extend the time for payment of any amounts owing to it by waive and/or may waive any default by waive without it in any way lessening or limiting my liability hereunder. Notwithstanding the foregoing, my guarantee hereunder to pay any and all amounts owing by [YOUR COMPANY NAME] to [COMPANY NAME] shall be limited to the sum of [AMOUNT] OR [%] of such outstanding amount.","Personal Guarantee","2",513,"https://templates.business-in-a-box.com/imgs/1000px/personal-guarantee-D405.png","https://templates.business-in-a-box.com/imgs/250px/405.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#405.xml",{"title":92,"description":6},"personal guarantee",[94,97,100],{"label":95,"url":96},"Finance & Accounting","finance-accounting",{"label":98,"url":99},"Business Loans","business-loan",{"label":32,"url":101},"guaranties-collateral","/template/personal-guarantee-D405",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":87,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":111,"url":118},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":111,"description":6},"non disclosure agreement nda",[113,115],{"label":17,"url":114},"business-legal-agreements",{"label":116,"url":117},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":123,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":128,"keywords":133,"url":134},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[129,130],{"label":17,"url":114},{"label":131,"url":132},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":87,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":144,"keywords":147,"url":148},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":143,"description":6},"service agreement",[145,146],{"label":17,"url":114},{"label":17,"url":114},"license agreement","/template/license-agreement-D12711",{"description":150,"descriptionCustom":6,"label":151,"pages":106,"size":152,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":157,"keywords":163,"url":164},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[158,159,160],{"label":95,"url":96},{"label":98,"url":99},{"label":161,"url":162},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":166,"descriptionCustom":6,"label":167,"pages":86,"size":87,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":173,"keywords":172,"url":177},"LOAN AGREEMENT This Loan Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Promise to Pay Within [NUMBER] months from today, Borrower promises to pay to Lender the sum of [AMOUNT], and interest and other charges stated below. Responsibility Although this Agreement may be signed below by more than one person, Borrower understands that both parties are individuals responsible for paying back the full amount. Breakdown of Loan Amount of Loan: Other (Describe): Amount Financed: Finance Charge: Total of Payments: Annual Rate: Repayment Borrower will repay the amount of this note in [NUMBER] equal uninterrupted monthly installments of [AMOUNT] each on the [DAY] of each month starting on the [DATE], and ending on [DATE]. Prepayment Borrower has the right to prepay the whole outstanding amount at any time","Loan Agreement","https://templates.business-in-a-box.com/imgs/1000px/loan-agreement-D417.png","https://templates.business-in-a-box.com/imgs/250px/417.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#417.xml",{"title":172,"description":6},"loan agreement",[174,175,176],{"label":95,"url":96},{"label":98,"url":99},{"label":98,"url":99},"/template/loan-agreement-D417",false,{"seo":180,"reviewer":192,"legal_disclaimer":196,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":228,"glossary":252,"clauses":286,"how_to_fill":332,"common_mistakes":373,"faqs":390,"industries":421,"comparisons":438,"diy_vs_lawyer":452,"jurisdictions":465,"related_template_ids_curated":486,"schema":495,"classification":496},{"meta_title":181,"meta_description":182,"primary_keyword":20,"secondary_keywords":183},"Security Agreement With Copyright As Collateral Template (Free Word)","Free security agreement template using copyright as collateral. Covers IP pledge, default remedies, UCC Article 9 perfection, and lender rights. Free Word and PDF download.",[184,185,186,187,188,189,190,191],"copyright collateral agreement template","ip security agreement template","intellectual property security agreement","security interest in copyright","ucc article 9 copyright collateral","copyright pledge agreement","security agreement template word","copyright as collateral loan agreement",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":198,"legal_review_recommended":196,"signature_required":196,"notarization_required":178},"advanced",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"A Security Agreement With Copyright As Collateral is a legally binding contract in which a debtor grants a secured party — typically a lender — a security interest in one or more registered or unregistered copyrights as security for a loan or other financial obligation. This free Word download gives you a structured, attorney-ready starting point covering the collateral description, grant of security interest, representations, default triggers, and lender remedies, which you can edit online and export as PDF.\n","Use it when a borrower is pledging creative or software IP — novels, music catalogs, films, source code, or other copyrighted works — as collateral to secure a loan, line of credit, or deferred payment obligation. It is also required when a lender wants a perfected lien on copyright assets before advancing funds.\n","Identification of the parties and the secured obligation, a precise description of the copyrighted collateral, grant of security interest, debtor representations and warranties on ownership and absence of prior liens, covenants on maintenance and registration of the IP, default definitions and lender remedies including foreclosure and license rights, and governing law and filing provisions.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Independent creative studios","Pledging a film, music, or game library to secure production financing","persona-creative-studio",{"title":209,"use_case":210,"icon_asset_id":211},"Software companies","Using proprietary source code as collateral for a working-capital loan","persona-software-company",{"title":213,"use_case":214,"icon_asset_id":215},"Private lenders and specialty finance firms","Taking a perfected security interest in copyright before advancing IP-backed credit","persona-private-lender",{"title":217,"use_case":218,"icon_asset_id":219},"Publishing houses","Pledging a back-catalog of registered works to secure acquisition debt","persona-publisher",{"title":221,"use_case":222,"icon_asset_id":223},"Startup founders with IP-heavy balance sheets","Monetizing copyright assets to raise bridge financing without diluting equity","persona-startup-founder",{"title":225,"use_case":226,"icon_asset_id":227},"Music rights holders and record labels","Securitizing master recording or publishing rights as collateral for royalty-backed loans","persona-music-rights-holder",[229,233,236,240,244,248],{"situation":230,"recommended_template":231,"slug":232},"Pledging a trademark or trade name alongside copyright","Security Agreement With Trademark As Collateral","security-agreement-with-copyright-as-collateral-D914",{"situation":234,"recommended_template":235,"slug":232},"Pledging a patent portfolio as collateral","Security Agreement With Patent As Collateral",{"situation":237,"recommended_template":238,"slug":239},"Securing a broad range of business assets including IP and equipment","General Security Agreement","security-agreement-D915",{"situation":241,"recommended_template":242,"slug":243},"Licensing copyright to a lender as a conditional remedy on default","IP License Agreement","ip-license-agreement-D13357",{"situation":245,"recommended_template":246,"slug":247},"Perfecting a security interest by filing a UCC-1 financing statement","UCC Financing Statement (UCC-1)","investment-policy-statement-D12883",{"situation":249,"recommended_template":250,"slug":251},"Lender seeking personal guarantee alongside the IP collateral","Personal Guarantee Agreement","personal-guarantee-D405",[253,256,259,262,265,268,271,274,277,280,283],{"term":254,"definition":255},"Security Interest","A creditor's legal right in a debtor's property — here, the copyright — that entitles the creditor to take or sell that property if the debtor defaults.",{"term":257,"definition":258},"Collateral","The specific asset pledged to secure an obligation — in this agreement, one or more copyrighted works identified by title, registration number, or description.",{"term":260,"definition":261},"Perfection","The legal process of making a security interest enforceable against third parties, typically by filing a UCC-1 financing statement and, for registered copyrights, recording with the U.S. Copyright Office.",{"term":263,"definition":264},"UCC Article 9","The section of the Uniform Commercial Code governing secured transactions in personal property, including intellectual property, in the United States.",{"term":266,"definition":267},"Debtor","The party that owns the copyright and pledges it as collateral in exchange for credit or another financial accommodation.",{"term":269,"definition":270},"Secured Party","The lender or creditor who holds the security interest in the copyright collateral and has priority rights on default.",{"term":272,"definition":273},"Default","A triggering event — such as failure to repay, insolvency, or breach of a covenant — that entitles the secured party to enforce its rights against the collateral.",{"term":275,"definition":276},"Foreclosure","The legal process by which a secured party takes ownership of or sells the collateral to satisfy the outstanding debt after default.",{"term":278,"definition":279},"After-Acquired Property","A clause extending the security interest to cover new copyrights the debtor creates or acquires after the agreement is signed.",{"term":281,"definition":282},"Work Made for Hire","A copyright owned by the employer or commissioning party rather than the individual creator, under defined statutory conditions — relevant to confirming the debtor's ownership of pledged works.",{"term":284,"definition":285},"Copyright Registration","A formal record of copyright ownership filed with the relevant national authority (e.g., U.S. Copyright Office) that strengthens enforcement and is required to perfect a security interest in registered works.",[287,292,297,302,307,312,317,322,327],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Parties and recitals","Identifies the debtor and secured party by their full legal names and describes the underlying financial obligation this agreement secures.","This Security Agreement ('Agreement') is entered into as of [DATE] between [DEBTOR LEGAL NAME], a [ENTITY TYPE] ('Debtor'), and [SECURED PARTY LEGAL NAME], a [ENTITY TYPE] ('Secured Party'), to secure repayment of [LOAN / CREDIT FACILITY] in the principal amount of $[AMOUNT] pursuant to that certain [LOAN AGREEMENT] dated [DATE].","Referencing the underlying loan by a nickname or internal code rather than its exact legal title and date. If the security agreement and loan agreement use different names for the same instrument, courts may find the security interest is not properly tied to the obligation.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Description of collateral","Precisely identifies the copyrighted works being pledged — by title, Copyright Office registration number, date, and any related rights — so there is no dispute about what is covered.","The Collateral consists of all of Debtor's right, title, and interest in and to the following copyrighted works: [TITLE], Registration No. [XXXXX], registered [DATE]; together with all derivative works, proceeds, royalties, license fees, and claims for infringement related thereto.","Using a vague description such as 'all intellectual property of the debtor' without listing specific works. Overly broad descriptions may be rejected by the Copyright Office as insufficient for recordation and can create priority disputes with prior lienholders.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Grant of security interest","The operative clause in which the debtor formally grants the secured party a security interest in the described collateral to secure the stated obligation.","Debtor hereby grants to Secured Party a continuing security interest in the Collateral described in Section 2 to secure the full and punctual payment and performance of the Secured Obligations.","Omitting the word 'continuing' from the grant. Without it, a debtor may argue the interest terminated once an early payment was made, even if the overall facility remained open.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Debtor representations and warranties","The debtor's sworn statements that it owns the collateral free and clear, that no prior liens exist, that the works are validly registered, and that no infringement claims are pending.","Debtor represents and warrants that: (a) Debtor is the sole legal and beneficial owner of the Collateral; (b) the Collateral is free from all liens, claims, and encumbrances except as disclosed in Schedule B; (c) all copyright registrations listed in Schedule A are valid and subsisting; and (d) no claim of infringement has been asserted against the Collateral.","Failing to require a Schedule B disclosure of existing encumbrances. An undisclosed prior lien on the same work can subordinate the new lender's interest and trigger immediate default.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Covenants of the debtor","Ongoing obligations the debtor must satisfy while the security interest is in place — maintaining registrations, notifying the lender of new IP, not transferring or licensing the collateral without consent.","Debtor covenants that it shall: (a) maintain all copyright registrations in full force; (b) promptly notify Secured Party of any After-Acquired Copyright; (c) not sell, assign, or license the Collateral without prior written consent of Secured Party; and (d) defend the Collateral against all third-party claims at Debtor's expense.","No restriction on sublicensing. A debtor that grants broad exclusive licenses to third parties can effectively strip the economic value from the collateral before the lender can act on a default.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"After-acquired property clause","Automatically extends the security interest to cover new copyrighted works the debtor creates or acquires after signing, without requiring a new agreement.","The security interest granted herein shall attach automatically to all After-Acquired Copyrights — defined as any copyright in which Debtor acquires an ownership interest after the date of this Agreement — and all such works shall be deemed Collateral hereunder.","Omitting this clause for software companies or active creative studios. Without it, every new version, album, or software release the debtor creates falls outside the lender's security interest, eroding collateral value over time.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Default and remedies","Defines what constitutes a default — missed payment, insolvency, breach of covenant, material misrepresentation — and what the secured party may do, including foreclosing on the copyright, licensing it to third parties, or selling it.","Upon the occurrence of a Default, Secured Party may: (a) exercise all rights of a secured party under UCC Article 9; (b) sell, assign, or otherwise dispose of the Collateral at public or private sale with 10 days' prior notice to Debtor; (c) grant licenses under the Collateral to generate proceeds to satisfy the Secured Obligations; and (d) record its ownership interest with the U.S. Copyright Office.","Specifying only a public auction as the default remedy. Copyright assets rarely sell well at public auction; expressly permitting private sale and licensing remedies maximizes the lender's recovery.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Perfection and filing obligations","States which party is responsible for filing the UCC-1 financing statement and for recording the agreement with the Copyright Office, and who bears the cost.","Debtor authorizes Secured Party to file one or more UCC-1 Financing Statements describing the Collateral. Secured Party shall, at Debtor's expense, record this Agreement or a short-form notice thereof with the U.S. Copyright Office within [30] days of execution.","Filing only a UCC-1 without recording with the Copyright Office. For federally registered copyrights, courts — including the Ninth Circuit — have held that Copyright Office recordation, not UCC filing, determines priority. Skipping this step can make the security interest unperfected.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes — including enforcement and foreclosure — will be resolved.","This Agreement shall be governed by the laws of the State of [STATE], without regard to conflict-of-laws principles, except that matters of copyright ownership and federal registration shall be governed by the U.S. Copyright Act, 17 U.S.C. § 101 et seq. Disputes shall be resolved by [binding arbitration / litigation] in [VENUE].","Choosing a governing state without considering where the debtor is organized and where the collateral is registered. Mismatch between the governing state's UCC rules and the federal Copyright Act's priority scheme has voided security interests in contested cases.",[333,338,343,348,353,358,363,368],{"step":334,"title":335,"description":336,"tip":337},1,"Identify both parties using their full legal names","Enter the debtor's and secured party's exact registered legal names — not trade names or DBA names. Include entity type (LLC, corporation, LP) and state or country of formation.","Cross-reference the debtor's certificate of formation and the secured party's corporate registry to confirm the names match exactly — discrepancies can affect enforceability.",{"step":339,"title":340,"description":341,"tip":342},2,"Reference the underlying loan or obligation precisely","In the recitals and the grant clause, identify the secured obligation by the exact name, date, and principal amount of the loan agreement, promissory note, or credit facility it secures.","Attach the promissory note or loan agreement as an exhibit and cross-reference it by exhibit letter so the two documents are clearly linked.",{"step":344,"title":345,"description":346,"tip":347},3,"Draft a precise collateral schedule","List every copyrighted work being pledged in Schedule A — title, U.S. Copyright Office registration number, registration date, and a brief description. For unregistered works, provide the title, author, year of creation, and a description sufficient to identify the work.","Register any unregistered works with the Copyright Office before signing — this strengthens enforceability and enables Copyright Office recordation.",{"step":349,"title":350,"description":351,"tip":352},4,"Disclose existing encumbrances in Schedule B","List any existing liens, licenses, or assignments affecting the collateral. If there are none, state 'None' explicitly. This protects the secured party and satisfies the debtor's representation warranty.","Run a UCC lien search and a Copyright Office records search on every work in the collateral schedule before closing to confirm the debtor's disclosure is accurate.",{"step":354,"title":355,"description":356,"tip":357},5,"Tailor the default triggers to match the loan agreement","Copy the default definitions from the loan agreement verbatim into this security agreement, or cross-reference them by section number, so both documents trigger on identical events.","Divergent default definitions between the loan and security agreement are a common source of disputes — aligning them eliminates the ambiguity.",{"step":359,"title":360,"description":361,"tip":362},6,"Confirm the after-acquired property clause covers future works","If the debtor is an active creator or software developer, ensure the after-acquired property clause is broad enough to capture all new works and specifies the attachment mechanics.","For software companies, specify that each new software version, module, and associated documentation is automatically included as Collateral upon creation.",{"step":364,"title":365,"description":366,"tip":367},7,"Prepare the UCC-1 financing statement and Copyright Office recordation package","Authorize the UCC-1 filing in the security agreement and confirm which party will file it in the debtor's state. Separately prepare a Copyright Office cover sheet and two copies of the agreement for recordation.","File the UCC-1 and submit the Copyright Office recordation package simultaneously on the closing date — priority dates run from the filing date, not from when you get around to it.",{"step":369,"title":370,"description":371,"tip":372},8,"Execute before funds are advanced","Both parties must sign the agreement before the lender disburses any funds. Both signatures should be notarized if your jurisdiction or lender requires it, and fully executed copies should be retained by both parties.","Confirm the debtor's authorized signatory has board or member approval to pledge the IP — an unauthorized pledge can be unwound as an ultra vires act.",[374,378,382,386],{"mistake":375,"why_it_matters":376,"fix":377},"Filing only a UCC-1 without recording with the Copyright Office","For federally registered copyrights, U.S. courts — including the Ninth Circuit in In re Peregrine Entertainment — have held that Copyright Office recordation, not UCC filing, governs priority. A lender who files only a UCC-1 may have an unperfected interest that is junior to a subsequent lender who records with the Copyright Office.","Record this agreement or a short-form notice with the U.S. Copyright Office within 30 days of execution, in addition to filing a UCC-1 in the debtor's state. For unregistered works, file the UCC-1 and encourage the debtor to register the works.",{"mistake":379,"why_it_matters":380,"fix":381},"Describing collateral too broadly without a work-by-work schedule","A description like 'all copyrights of Debtor' may be insufficient for Copyright Office recordation and creates ambiguity that competing creditors can exploit to challenge priority.","Attach a Schedule A listing each work by title, registration number, and date. For unregistered works, include enough detail — title, author, creation date, and description — to uniquely identify each piece.",{"mistake":383,"why_it_matters":384,"fix":385},"No restriction on licensing or sublicensing the collateral","A debtor that grants broad, irrevocable exclusive licenses to third parties before default can strip the collateral of its commercial value, leaving the lender holding a security interest worth far less than the outstanding debt.","Add a covenant prohibiting any license, sublicense, or assignment of the collateral without prior written consent, and require notice to the secured party of any existing licenses at closing.",{"mistake":387,"why_it_matters":388,"fix":389},"Omitting the after-acquired property clause for active IP creators","Without it, each new software release, book, or composition the debtor creates falls outside the security interest, steadily eroding the collateral pool as the most current — and most valuable — works remain unpledged.","Include a broadly worded after-acquired property clause and require the debtor to provide an updated collateral schedule quarterly or upon creation of any significant new work.",[391,394,397,400,403,406,409,412,415,418],{"question":392,"answer":393},"What is a security agreement with copyright as collateral?","A security agreement with copyright as collateral is a binding contract in which a debtor grants a lender a security interest in one or more copyrighted works — such as software, music, film, or literary works — to secure repayment of a loan or other financial obligation. If the debtor defaults, the lender can foreclose on the copyright, license it to third parties to generate income, or sell it to recover the outstanding debt. The agreement must be paired with proper filing steps to be enforceable against third parties.\n",{"question":395,"answer":396},"How is a copyright security interest perfected in the United States?","Perfection depends on whether the copyright is federally registered. For registered copyrights, U.S. courts — following the Ninth Circuit's ruling in In re Peregrine Entertainment — generally require recordation with the U.S. Copyright Office rather than, or in addition to, a UCC-1 filing, to perfect the security interest and establish priority. For unregistered copyrights, a UCC-1 financing statement filed in the debtor's state of organization is the accepted perfection method under UCC Article 9. Best practice is to do both: file the UCC-1 and record with the Copyright Office.\n",{"question":398,"answer":399},"Can unregistered copyrights be used as collateral?","Yes. Copyright protection arises automatically upon creation in most jurisdictions, so unregistered works can be pledged as collateral. However, unregistered works cannot be recorded with the U.S. Copyright Office, meaning perfection for those works relies solely on the UCC-1 filing. Lenders typically require the debtor to register unregistered works as a condition of closing or as a post-closing covenant, because registration is required to bring a federal infringement lawsuit and strengthens the lender's enforcement position.\n",{"question":401,"answer":402},"What happens to the copyright if the debtor defaults?","On default, the secured party may exercise the remedies specified in the agreement and under UCC Article 9 — which typically include selling the copyright at public or private sale, assigning it to a third party, granting licenses to generate income toward the debt, or recording its own ownership interest with the Copyright Office. The secured party must give the debtor commercially reasonable notice — generally at least 10 days — before a private sale. Revenue from the disposition first satisfies the secured obligation; any surplus goes to the debtor.\n",{"question":404,"answer":405},"Does a security agreement transfer copyright ownership to the lender?","No. Granting a security interest is not a transfer of ownership. The debtor retains title and continues to own the copyright during the loan term. The lender acquires the right to take or sell the copyright only upon default. This distinction matters for the debtor's ability to continue exploiting the work — such as licensing it for income — subject to the covenants in the agreement, which typically require lender consent for new licenses.\n",{"question":407,"answer":408},"What is the difference between a security agreement with copyright as collateral and a copyright assignment?","A copyright assignment permanently transfers ownership from the assignor to the assignee. A security agreement keeps ownership with the debtor and gives the lender enforcement rights only on default. From a tax and accounting perspective they are treated very differently, and copyright law in several jurisdictions — including the U.S. under 17 U.S.C. § 203 — gives authors termination rights over assignments after 35 years, a complication that does not apply to security interests. Lenders almost always prefer a security agreement over an assignment for financing purposes.\n",{"question":410,"answer":411},"Does this agreement need to be recorded with the Copyright Office?","For federally registered U.S. copyrights, recording with the U.S. Copyright Office is strongly recommended and, per the prevailing judicial interpretation, required to perfect the security interest and establish priority over subsequent creditors. The recording fee is modest and the process involves submitting a cover sheet and two copies of the agreement. For copyrights registered in other countries, equivalent national IP office recordation may be required under local law — a lawyer familiar with the relevant jurisdiction should confirm the steps.\n",{"question":413,"answer":414},"What governing law should I choose for this agreement?","Most U.S. lenders choose the state where the secured party is located or where the debtor is organized. However, federal copyright law — the U.S. Copyright Act — governs questions of copyright ownership and registration regardless of the chosen state law. The agreement should expressly carve out federal law for those copyright-specific matters while applying state UCC law to the security interest mechanics. For cross-border transactions, counsel should confirm how each relevant jurisdiction's IP law interacts with the chosen governing law.\n",{"question":416,"answer":417},"Is legal review necessary for this type of agreement?","Yes. The intersection of UCC Article 9, the U.S. Copyright Act, and Copyright Office practice creates a technical perfection framework that is easy to get wrong — and an improperly perfected security interest may be unenforceable against a bankruptcy trustee or competing creditor. For any loan where the copyright collateral is a material part of the security package, a one-to-three hour review by a lawyer with secured lending and IP experience is strongly recommended and typically costs $400–$1,200.\n",{"question":419,"answer":420},"Can software source code be pledged as copyright collateral?","Yes. Software is protected by copyright and can be pledged as collateral. Practical challenges include the fact that source code is frequently updated, making the collateral schedule stale quickly, and that portions of the codebase may incorporate open-source components with license terms that restrict transfer or enforcement. Lenders financing software companies typically require an after-acquired property clause, a covenant to register major releases, and a legal opinion on open-source license compliance before advancing funds.\n",[422,426,430,434],{"industry":423,"icon_asset_id":424,"specifics":425},"Media and Entertainment","industry-media-entertainment","Film and music catalog loans secured by master recordings, distribution rights, and performance royalties — requiring royalty assignment notices to distributors as part of the collateral package.",{"industry":427,"icon_asset_id":428,"specifics":429},"Software and Technology","industry-saas","Source code and platform software pledged as collateral for venture debt or working-capital facilities, with after-acquired property clauses covering each new release version and open-source compliance covenants.",{"industry":431,"icon_asset_id":432,"specifics":433},"Publishing","industry-publishing","Back-catalog literary works and registered titles securing acquisition or expansion debt, with lender consent rights over any new exclusive licenses to preserve collateral value.",{"industry":435,"icon_asset_id":436,"specifics":437},"Gaming and Interactive Media","industry-gaming","Game engine code, art assets, and in-game content pledged to secure production financing, with special attention to third-party licensed IP embedded in the collateral works.",[439,442,445,448],{"vs":235,"vs_template_id":440,"summary":441},"security-agreement-with-patent-as-collateral-D915","A patent security agreement pledges one or more patents — registered with the USPTO — rather than copyrights. Patents require filing with the USPTO to perfect the security interest, while copyrights require Copyright Office recordation for registered works. Use the patent agreement when the primary IP asset is a utility or design patent; use this copyright agreement when the collateral is creative or software content.",{"vs":231,"vs_template_id":443,"summary":444},"security-agreement-with-trademark-as-collateral-D916","A trademark security agreement pledges brand identifiers — logos, word marks, trade dress — registered with the USPTO or foreign IP offices. Trademarks cannot be transferred in gross without the associated goodwill, which creates distinct perfection and enforcement challenges. Use a trademark agreement when the brand is the primary collateral; use this copyright agreement when the content or software is the value driver.",{"vs":238,"vs_template_id":446,"summary":447},"general-security-agreement-D909","A general security agreement covers all present and future personal property of the debtor — equipment, receivables, inventory, and IP — under a single UCC Article 9 blanket lien. It is broader but less precise on IP-specific covenants, Copyright Office filing requirements, and licensing restrictions. Use the general agreement for asset-based lending; use this copyright-specific agreement when copyright is the primary or sole collateral.",{"vs":449,"vs_template_id":450,"summary":451},"Copyright Assignment Agreement","D{COPYRIGHT_ASSIGNMENT_ID}","A copyright assignment permanently transfers ownership of the work from the assignor to the assignee. A security agreement keeps ownership with the debtor and gives the lender enforcement rights only on default. For financing, lenders prefer a security agreement because it avoids triggering author termination rights under 17 U.S.C. § 203 and keeps the transaction off the debtor's balance sheet as a disposition of IP.",{"use_template":453,"template_plus_review":457,"custom_drafted":461},{"best_for":454,"cost":455,"time":456},"Lenders and borrowers documenting straightforward single-work copyright pledges where both parties understand the basic UCC Article 9 filing requirements","Free","1–2 hours",{"best_for":458,"cost":459,"time":460},"Multi-work collateral packages, software IP with open-source components, or any transaction where the copyright represents material loan security","$400–$1,200","2–5 business days",{"best_for":462,"cost":463,"time":464},"Large-scale media catalog financings, cross-border IP transactions, venture debt with complex after-acquired IP portfolios, or borrowers in bankruptcy-sensitive situations","$3,000–$15,000+","2–6 weeks",[466,471,476,481],{"code":467,"name":468,"flag_asset_id":469,"note":470},"us","United States","flag-us","Perfection of a security interest in a federally registered copyright requires recordation with the U.S. Copyright Office under 17 U.S.C. § 205, in addition to or instead of a UCC-1 filing — per the Ninth Circuit's ruling in In re Peregrine Entertainment (1991), which remains the leading authority. For unregistered copyrights, a UCC-1 filing in the debtor's state of organization under UCC Article 9 is the accepted perfection method. State law governs the security interest mechanics; the Copyright Act governs ownership and priority for registered works. Note that as of 2024, the FTC and state legislatures have not restricted copyright-backed lending, but state-level lender licensing rules may apply.",{"code":472,"name":473,"flag_asset_id":474,"note":475},"ca","Canada","flag-ca","In Canada, security interests in copyright are governed by the Copyright Act (R.S.C. 1985, c. C-42) and provincial personal property security legislation (PPSA). Copyright assignments and security interests must be registered with the Canadian Intellectual Property Office (CIPO) to be effective against third parties under the Copyright Act. Provincial PPSA registration is also required in most provinces. Quebec follows a distinct civil law regime under the Civil Code, requiring registration in the Register of Personal and Movable Real Rights (RPMRR) rather than a PPSA registry.",{"code":477,"name":478,"flag_asset_id":479,"note":480},"uk","United Kingdom","flag-uk","In the UK, a security interest over copyright can be structured as a fixed charge (over identified works) or a floating charge (over a changing pool of IP). Fixed charges must be registered at Companies House within 21 days of creation under the Companies Act 2006, or they are void against a liquidator or creditor. The Copyright, Designs and Patents Act 1988 governs copyright ownership and assignment. Security interests over registered copyrights are not recorded with the UK Intellectual Property Office, making Companies House registration the primary perfection mechanism.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"eu","European Union","flag-eu","The EU has no unified security interest regime for IP collateral — perfection requirements vary by member state. In Germany, security interests in copyright are typically structured as security assignments (Sicherungsabtretung) under the BGB. In France, pledges over IP rights must be recorded with the INPI to be effective against third parties. GDPR may be relevant if the collateral includes software that processes personal data, since data processing obligations run with the business rather than the IP. Lenders in cross-border EU transactions should obtain legal advice in each member state where the debtor holds registered rights.",[232,232,239,251,487,488,489,490,491,492,493,494],"non-disclosure-agreement-nda-D12692","intellectual-property-assignment-D5229","license-agreement-D12711","promissory-note-D434","loan-agreement-D417","copyright-assignment-D960","independent-contractor-agreement-D160","term-sheet-D473",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":114,"secondary_folder":497,"document_type":498,"industry":499,"business_stage":500,"tags":501,"confidence":507},"guaranties-and-collateral","agreement","general","all-stages",[502,503,504,505,506],"intellectual-property","security-agreement","collateral","copyright","lending",0.95,"\u003Ch2>What is a Security Agreement With Copyright As Collateral?\u003C/h2>\n\u003Cp>A \u003Cstrong>Security Agreement With Copyright As Collateral\u003C/strong> is a legally binding contract in which a debtor — typically a business or individual who owns one or more copyrighted works — grants a secured party the right to take, sell, or license those works if the debtor fails to repay a loan or satisfy another financial obligation. The agreement creates a security interest in the identified copyrights, which functions as the lender's insurance against default. Unlike a copyright assignment, the debtor retains ownership of the works during the loan term; the lender's rights only become exercisable upon a defined default event. To be enforceable against third parties and competing creditors, the agreement must be perfected through the correct combination of UCC-1 filing and, for federally registered works in the United States, recordation with the U.S. Copyright Office.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly drafted and perfected security agreement, a lender advancing funds against copyright collateral has no legally recognized priority claim on those works — meaning a bankruptcy trustee, a subsequent creditor who perfects first, or a buyer in a distressed sale can take the assets ahead of the original lender. For borrowers, an unrecorded or imprecisely drafted agreement can trigger disputes over which works are covered, what the debtor may or may not do with the IP during the loan term, and what constitutes a default. The practical consequences are severe: an unperfected security interest can be avoided in bankruptcy, leaving the lender as an unsecured creditor with little prospect of recovery. For creative and technology companies whose copyright portfolios are their most valuable assets, this template provides the structured collateral description, covenant framework, and filing authorization needed to close an IP-backed financing with confidence — and to protect both parties if things go wrong.\u003C/p>\n",1781186039523]