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Intellectual Property Security Agreement for Canada

Intellectual Property Security Agreement Template for Canada

A comprehensive legal document governed by Canadian federal and provincial laws that creates and evidences a security interest in intellectual property assets. The agreement enables IP owners to use their intellectual property as collateral for financing while providing lenders with security rights over these intangible assets. It encompasses various types of intellectual property including patents, trademarks, copyrights, and industrial designs, and must comply with both Canadian intellectual property laws and provincial personal property security legislation. The document includes detailed provisions for the creation, perfection, and enforcement of security interests in IP assets.

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What is a Intellectual Property Security Agreement?

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.

What sections should be included in a Intellectual Property Security Agreement?

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

What sections are optional to include in a Intellectual Property Security Agreement?

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

What schedules should be included in a Intellectual Property Security Agreement?

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

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Ƶ

Document Type

Security Agreement

Cost

Free to use
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

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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