Trademark Security Agreement

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

• Debtor (Trademark Owner):
  [Debtor’s Name], a [business entity type] organized and existing under the laws of [State/Country], with its principal place of business located at [Debtor’s Address].

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

1. Purpose of Agreement

1.1. This Agreement establishes a security interest in the Debtor’s trademarks and related intellectual property rights in favor of the Secured Party as collateral to secure financial obligations, including but not limited to:

• Loan repayment obligations
• Credit lines, promissory notes, or financing agreements
• Other debts or contractual obligations owed to the Secured Party

1.2. The Debtor grants a security interest in the trademarks listed in Schedule A attached hereto.

2. Grant of Security Interest

2.1. The Debtor grants the Secured Party a first-priority security interest in and to the following trademarks and related assets (the “Collateral”):

• Registered trademarks, service marks, trade names, and trade dress
• Trademark applications, renewals, and related filings
• Goodwill associated with the trademarks
• All rights, benefits, and proceeds arising from the trademarks, including licensing revenue and enforcement damages

2.2. This security interest secures the payment and performance of all obligations under this Agreement and any other agreements between the Debtor and the Secured Party.

2.3. The Secured Party is authorized to file UCC-1 Financing Statements or other necessary documents to perfect its security interest in the trademarks.

3. Representations and Warranties of the Debtor

3.1. The Debtor represents and warrants that:

• It is the lawful owner of the trademarks listed in Schedule A and has the legal authority to pledge them as collateral.
• The trademarks are free and clear of liens, claims, or encumbrances, except those disclosed to the Secured Party.
• The trademarks are in full force and effect, and all renewal filings and fees have been maintained.
• The execution and performance of this Agreement do not violate any existing contracts or intellectual property agreements.

4. Covenants of the Debtor

4.1. The Debtor agrees to:

• Maintain and enforce all trademark rights, including timely renewals and opposition to infringement.
• Not assign, license, or transfer the trademarks without prior written consent from the Secured Party.
• Defend the trademarks against any claims or legal challenges.
• Provide the Secured Party with regular reports on trademark registrations and enforcement activities.

5. Default and Remedies

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

• It fails to make any required payment under the secured obligations.
• It transfers or encumbers the trademarks without the Secured Party’s written consent.
• It abandons, cancels, or allows any trademark registrations to lapse.
• It files for bankruptcy or becomes insolvent.

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

• Declare all outstanding obligations immediately due and payable.
• Take legal action to enforce its security interest and foreclose on the trademarks.
• Sell, license, or otherwise dispose of the trademarks to recover amounts owed.
• File legal claims against infringers to recover damages on behalf of the Debtor.

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 under this Agreement shall be resolved in the courts of [State], unless otherwise agreed in writing.

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 of this Agreement 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 trademark security.

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 Trademark Security Agreement as of the date first written above.

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

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