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Intellectual Property Security Agreement
"Need to draft an Intellectual Property Security Agreement under Nigerian law for a technology company securing a 5-year loan against its patent portfolio and software copyrights, with the agreement to take effect from March 1, 2025."
1. Parties: Identification of the grantor (IP owner) and grantee (secured party) with full legal names and addresses
2. Background: Context of the security arrangement, reference to any underlying credit agreement or obligation being secured
3. Definitions: Definitions of key terms including types of IP assets, secured obligations, and other relevant terminology
4. Grant of Security Interest: Express creation and grant of the security interest over the specified IP assets
5. Secured Obligations: Clear description of the obligations being secured by the IP assets
6. Representations and Warranties: Grantor's declarations regarding ownership, validity, and status of IP assets
7. Perfection and Registration: Requirements and procedures for registering the security interest with relevant authorities
8. Maintenance and Protection: Obligations regarding maintenance of IP registrations and protection against infringement
9. Covenants: Ongoing obligations of the grantor regarding the IP assets and security interest
10. Rights and Obligations: Respective rights and obligations of both parties during the security period
11. Events of Default: Circumstances constituting default and triggering enforcement rights
12. Enforcement: Rights and remedies of the secured party upon default
13. Term and Termination: Duration of the agreement and conditions for termination
14. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. License Rights: Provisions regarding any licensing arrangements and the secured party's rights in relation to licenses - include when IP assets are subject to licensing
2. Technology Transfer: Specific provisions required under NOTAP regulations - include when agreement involves technology transfer
3. Further Assurances: Additional undertakings for future actions - include for complex IP portfolios
4. IP Valuation: Provisions regarding valuation of IP assets - include when regular valuation is required
5. Insurance: Requirements for insurance of IP assets - include for high-value IP
6. Royalty Arrangements: Treatment of royalties and other IP-related income - include when IP generates regular income
7. Cross-Border Provisions: Special provisions for international IP rights - include when IP portfolio spans multiple jurisdictions
1. Schedule of IP Assets: Detailed listing of all IP assets including registration numbers and jurisdictions
2. Schedule of Existing Licenses: List of all existing licenses affecting the IP assets
3. Schedule of Required Registrations: List of registrations required in various offices/jurisdictions
4. Schedule of Existing Security Interests: Details of any existing security interests or encumbrances on the IP
5. Form of Notice: Prescribed form of notices for various purposes under the agreement
6. Powers of Attorney: Forms of powers of attorney for registration and enforcement purposes
7. IP Maintenance Requirements: Detailed requirements for maintaining IP registrations and protections
Authors
Affiliate
Agreement
Business Day
Collateral
Copyright
Copyright Licenses
Default
Design Rights
Effective Date
Event of Default
Governmental Authority
Grantor
Industrial Property
Intellectual Property
IP Licenses
Know-How
Lender
License Agreement
Lien
Material Adverse Effect
Nigerian IP Laws
Notice
Obligations
Patent Rights
Patents
Perfection
Permitted Liens
Person
Proceeds
Registered IP
Related Rights
Secured Obligations
Secured Party
Security Interest
Security Period
Subsidiary
Technical Information
Technology
Term
Trade Secrets
Trademarks
Trademark Licenses
Transaction Documents
Unregistered IP
Grant of Security Interest
Security Obligation
Representations and Warranties
Perfection of Security
Registration Requirements
IP Maintenance
IP Protection
License Rights
Royalty Rights
Confidentiality
Covenants
Further Assurance
Powers of Attorney
Events of Default
Enforcement Rights
Remedies
Assignment
Amendment
Termination
Governing Law
Dispute Resolution
Notices
Severability
Entire Agreement
Force Majeure
Waiver
Costs and Expenses
Indemnification
Third Party Rights
Technology
Pharmaceuticals
Manufacturing
Media and Entertainment
Financial Services
Telecommunications
Consumer Goods
Fashion and Luxury
Research and Development
Software Development
Biotechnology
Publishing
Automotive
Energy
Legal
Finance
Intellectual Property
Risk Management
Compliance
Corporate Secretary Office
Treasury
Research and Development
Innovation
Commercial
Chief Legal Officer
Intellectual Property Counsel
Finance Director
Chief Financial Officer
Security Trustee
IP Portfolio Manager
Commercial Director
Legal Counsel
Company Secretary
Risk Manager
Compliance Officer
Corporate Finance Manager
Innovation Director
Patent Attorney
Trademark Attorney
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