Patent Security Agreement

• Secured Party (Lender):
  [Secured Party’s Name], a [business entity type] organized and existing under the laws of the state of [State], with its principal place of business located at [Secured Party’s Address].

• Debtor (Patent Owner):
  [Debtor’s Name], a [business entity type] organized and existing under the laws of the state of [State], with its principal place of business or residence at [Debtor’s Address].

Both parties, having the legal capacity to enter into this Agreement, agree as follows:

1. Grant of Security Interest

1.1. Security Interest – The Debtor hereby grants the Secured Party a security interest in the following patents and patent applications (collectively, the “Collateral”) to secure the repayment of obligations described in this Agreement:

• Patent Number: [Patent Number]
• Title: [Patent Title]
• Filing Date: [Filing Date]
• Issue Date: [Issue Date]
• Jurisdiction: [U.S. Patent Office / Other Jurisdiction]

1.2. Secured Obligations – The security interest is granted to secure payment and performance of the following obligations:

• [Describe the financial obligation, such as a loan, promissory note, line of credit, or outstanding debt]
• [Payment terms and repayment schedule]

1.3. Perfection of Security Interest – The Secured Party is authorized to file a UCC-1 Financing Statement and any other documents necessary to perfect the security interest in the patents, including filing with the United States Patent and Trademark Office (USPTO).

2. Debtor’s Representations and Warranties

2.1. The Debtor represents and warrants that:

• It is the legal and rightful owner of the patents listed in Section 1 and has full authority to grant this security interest.
• The patents are free and clear of any prior liens, claims, or encumbrances, except as disclosed to the Secured Party.
• The patents are valid, enforceable, and currently in good standing with the appropriate patent office.
• The execution and performance of this Agreement do not violate any other contractual or legal obligations of the Debtor.

3. Debtor’s Covenants

3.1. The Debtor agrees to:

• Maintain the patents in good standing, including timely payment of renewal fees.
• Defend and protect the patents from infringement or invalidation proceedings.
• Not sell, assign, license, or transfer any rights in the patents without the prior written consent of the Secured Party.
• Provide notice to the Secured Party of any legal disputes, claims, or actions related to the patents.

4. Default and Remedies

4.1. Events of Default – The Debtor shall be in default under this Agreement if:

• The Debtor fails to make any required payment when due.
• The Debtor allows the patents to lapse due to non-payment of maintenance fees.
• The Debtor assigns, licenses, or otherwise transfers rights in the patents without the Secured Party’s consent.
• The Debtor files for bankruptcy or becomes insolvent.
• Any legal action challenges the validity or enforceability of the patents, and the Debtor fails to defend them adequately.

4.2. Remedies Upon Default – If the Debtor defaults, the Secured Party may:

• Declare all Secured Obligations immediately due and payable.
• Take possession of the patents, including filing necessary ownership changes with the USPTO.
• Sell, license, or otherwise monetize the patents to recover outstanding obligations.
• Seek injunctive relief or legal action to enforce security rights.

5. Assignment and Transfer

5.1. The Debtor may not assign, license, or transfer any interest in the patents without the prior written approval of the Secured Party.

5.2. Any unauthorized transfer or assignment shall be considered an Event of Default under this Agreement.

6. Governing Law and Jurisdiction

6.1. This Agreement shall be governed by and construed in accordance with the laws of the state of [State].

6.2. Any disputes arising from this Agreement shall be resolved through:

• Negotiation and mediation between both parties.
• Binding arbitration in [City, State] under the rules of the American Arbitration Association (AAA).
• Litigation in the courts of [State] if arbitration is unsuccessful.

7. Miscellaneous Provisions

7.1. Amendments – Any modifications to this Agreement must be in writing and signed by both parties.

7.2. Severability – If any provision is deemed invalid, the remaining provisions shall remain in full force and effect.

7.3. Waiver – Failure to enforce any provision shall not constitute a waiver of future enforcement rights.

7.4. Entire Agreement – This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements regarding the security interest in patents.

8. Notices

All notices required under this Agreement shall be in writing and sent via certified mail, email, or in person to the following addresses:

• Secured Party:
  [Secured Party’s Name]
  [Secured Party’s Address]
  [Email Address]

• Debtor:
  [Debtor’s Name]
  [Debtor’s Address]
  [Email Address]

9. Signatures

IN WITNESS WHEREOF, the parties have executed this Patent Security Agreement as of the date first written above.

Secured Party (Lender):
By: ___________________________
Title: __________________________
Date: __________________________

Debtor (Patent Owner):
By: ___________________________
Title: __________________________
Date: __________________________