Patent Security Agreement Template for Germany

The Patent Security Agreement is a crucial document in intellectual property financing under German law, used when companies seek to leverage their patent portfolio as collateral for loans or other financial obligations. This agreement is particularly important in Germany's robust industrial and technological sectors, where patent assets often represent significant value. The document must comply with both German patent law (Patentgesetz) and civil code (Bürgerliches Gesetzbuch) requirements, ensuring proper creation, perfection, and enforcement of security interests in patents. It includes specific provisions for registration with the German Patent Office, ongoing maintenance obligations, and enforcement mechanisms, while addressing unique aspects of German security interest law as applied to intellectual property.

1. Parties: Identification of the pledgor (patent owner) and pledgee (security interest holder), including full legal names and addresses

2. Background: Context of the security agreement, including reference to any underlying loan or credit agreement

3. Definitions: Key terms used throughout the agreement, including 'Patent Collateral', 'Security Interest', 'Secured Obligations'

4. Grant of Security Interest: Express creation and grant of the security interest in the Patent Collateral

5. Secured Obligations: Description of the obligations secured by the patent security interest

6. Representations and Warranties: Pledgor's declarations regarding ownership, validity, and right to pledge the Patent Collateral

7. Perfection and Maintenance: Requirements for recording the security interest and maintaining its perfection

8. Pledgor's Continuing Obligations: Ongoing duties to maintain and protect the patents, including payment of fees and prosecution of applications

9. Rights and Restrictions: Pledgor's permitted uses of the Patent Collateral and restrictions on disposal

10. Events of Default: Circumstances constituting default under the agreement

11. Enforcement Rights: Pledgee's rights and remedies upon default

12. Termination and Release: Conditions for termination of the security interest and release of the Patent Collateral

13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

14. Notices: Process and addresses for formal communications between parties

15. General Provisions: Standard boilerplate provisions including severability, amendments, and entire agreement