An Intellectual Property Security Agreement is a crucial document in commercial financing transactions where intellectual property assets serve as collateral. This agreement type is particularly relevant in Canada, where both federal IP laws and provincial security laws must be considered. It is commonly used when companies seek financing and have valuable IP portfolios, or in larger financing transactions where IP forms a significant portion of the company's assets. The document details the specific IP being used as collateral, the nature of the security interest, the rights and obligations of both parties, and enforcement mechanisms. The agreement must be carefully structured to comply with Canadian federal intellectual property laws (including the Patent Act, Trademarks Act, and Copyright Act) as well as provincial personal property security legislation. It typically includes comprehensive schedules listing all relevant IP assets and requires registration with both IP offices and personal property security registries.
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1. Parties: Identification of the grantor (IP owner) and secured party
2. Background: Context of the security agreement, including reference to any underlying obligations or credit agreements
3. Definitions: Key terms including types of IP, security interest, secured obligations, and enforcement-related definitions
4. Grant of Security Interest: Express creation of the security interest in the intellectual property assets
5. Secured Obligations: Description of the obligations secured by the agreement
6. Representations and Warranties: Grantor's assertions regarding ownership, validity, and status of the IP assets
7. Covenants: Grantor's ongoing obligations regarding maintenance, protection, and defense of the IP assets
8. Further Assurances: Grantor's obligation to execute additional documents and take necessary actions to perfect and maintain the security interest
9. Rights and Remedies: Secured party's rights upon default, including enforcement mechanisms
10. Term and Termination: Duration of the agreement and conditions for termination
11. General Provisions: Standard clauses including notices, amendments, governing law, and counterparts
1. Power of Attorney: Grants secured party authority to act on grantor's behalf in certain circumstances - used when stronger control over IP assets is desired
2. License Rights: Provisions regarding existing or future IP licenses - included when licensed IP is material
3. Foreign IP Rights: Special provisions for IP registered in other jurisdictions - used when international IP assets are involved
4. Release Provisions: Mechanism for releasing security interest upon satisfaction of obligations - included in complex financing arrangements
5. Intercreditor Provisions: Provisions addressing multiple secured parties - used when there are other security interests in the IP
6. Special Industry Provisions: Industry-specific requirements - included based on the nature of the IP and industry
1. Schedule A - Registered Patents: Detailed list of all patents and patent applications covered by the security interest
2. Schedule B - Registered Trademarks: Detailed list of all trademarks and trademark applications covered by the security interest
3. Schedule C - Registered Copyrights: Detailed list of all registered copyrights covered by the security interest
4. Schedule D - Industrial Designs: Detailed list of all industrial designs and applications covered by the security interest
5. Schedule E - IP Licenses: List of all material IP licenses, both in and out
6. Schedule F - Security Registrations: List of jurisdictions and offices where security interest is to be recorded
7. Appendix 1 - Forms of IP Security Interest Filings: Template forms for recording the security interest in various IP offices
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Pharmaceuticals
Biotechnology
Manufacturing
Media and Entertainment
Software Development
Research and Development
Consumer Products
Industrial Design
Fashion and Luxury Goods
Healthcare
Telecommunications
Relevant Teams
Legal
Intellectual Property
Finance
Treasury
Research & Development
Innovation
Business Development
Risk Management
Corporate Development
Technology Transfer
Relevant Roles
Chief Legal Officer
Intellectual Property Counsel
Corporate Counsel
Patent Attorney
Trademark Attorney
Chief Financial Officer
Finance Director
Chief Technology Officer
IP Portfolio Manager
Security Registration Specialist
Commercial Lending Officer
Risk Manager
Innovation Director
Research & Development Director
Business Development Executive
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