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Exhibit 10.12 (v)
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
THIS TRADEMARK AND COPYRIGHT SECURITY AGREEMENT ("Agreement") is
entered into as of January 14, 1997 by CREDENTIALS SERVICES INTERNATIONAL,
INC., a Delaware corporation ("Debtor"), and LASALLE NATIONAL BANK ("Secured
Party").
RECITALS:
A. Debtor and Secured Party have entered into a certain Credit
Agreement of even date herewith (as amended, restated or otherwise modified and
in effect from time to time, the "Credit Agreement"), pursuant to which Secured
Party has agreed, subject to the terms and conditions thereof, to make loans
and other financial accommodations to Debtor from time to time.
B. Secured Party has required, as a condition to its entering into
the Credit Agreement, that Debtor execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the premises and to induce Secured
Party to enter into the Credit Agreement and to make loans and financial
accommodations to Debtor thereunder, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
1. Incorporation of Security Agreement; Credit Agreement
Definitions. The Security Agreement and the provisions thereof are hereby
incorporated herein in their entirety by this reference thereto. Capitalized
terms used herein without definition are used herein as defined in the Credit
Agreement.
2. Assignment for Security. To secure the complete and timely
payment and satisfaction of the Obligations, Debtor hereby grants to Lender a
continuing security interest in Debtor's entire right, title and interest in
and to all of its now owned or existing and hereafter acquired or arising:
(a) patents and patent applications, including, without
limitation, the inventions and improvements described and claimed therein, all
patentable inventions and those patents and patent applications listed on
Schedule 1 attached hereto, and the reissues, divisions, continuations,
renewals, extensions and continuations-in-part of any of the foregoing, and all
income, royalties, damages and payments now or hereafter due or payable under
or with respect to any of the foregoing, including, without limitation, damages
and payments for past, present and future infringements of any of the foregoing
and the right to sue for past, present and future infringements of any of the
foregoing (all of the foregoing herein referred to as the "Patents");
(b) all trademarks, trade names, corporate names, company
names, business names, fictitious business names, trade styles, service marks,
logos, other business identifiers, prints and labels on which any of the
foregoing have appeared or appear, all registrations and recordings thereof,
and all applications in connection therewith, including, without limitation,
the trademarks and applications listed on Schedule 2 attached hereto, and any
renewals thereof, and all income, royalties, damages and payments now or
hereafter due or payable )under or with respect to any of the foregoing,
including, without limitation, damages and payments for past, present and
future infringements of any of the foregoing and the right to sue for past,
present and future infringements of any of the foregoing (all of the foregoing
herein referred to as the "Trademarks"); and
(c) all copyrights and interests in copyrights, works
protectable by copyrights, copyright registrations and copyright applications,
including, without limitation, the copyright registrations and applications
listed on Schedule 3 attached hereto, and all renewals of any of the foregoing,
all income, royalties, damages and payments now and hereafter due or payable
under or with respect to any of the foregoing, including, without limitation,
damages and payments for past, present and future infringements of any of the
foregoing and the right to sue for past, present and future infringements of
any of the foregoing (all of the foregoing herein referred to as the
"Copyrights");
(d) all rights corresponding to any of the foregoing
throughout the world and the goodwill of Debtor's business connected with the
use of and symbolized by the Trademarks.
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In addition to, and not by way of limitation of, all other rights granted to
Lender under this Agreement, Debtor hereby assigns, transfers and conveys to
Lender all of the Patents, Copyrights and Trademarks, together with the rights
and goodwill described in clause (d) above to the extent necessary to enable
Lender, effective upon the occurrence of any Event of Default, to realize on
such property and any successor or assign to enjoy the benefits thereof. This
right and assignment shall inure to the benefit of Lender and its successors,
assigns and transferees, whether by voluntary conveyance, operation of law,
assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise.
Such right and assignment is granted without charge, without requirement that
any monetary payment whatsoever, including, without limitation, any royalty or
license fee, be made to Debtor or any other Person by Secured Party, except
that if Lender shall receive proceeds from the disposition of any such
property, such proceeds shall be applied to the Obligations.
3. Reports of Applications. The Patents, Copyrights and
Trademarks listed on Schedules 1, 2 and 3, respectively, constitute all of the
federally registered patents, copyrights and trademarks, and all of the federal
applications therefor now owned by Debtor. Debtor shall provide Secured Party
on an annual basis with a list of all patents, copyrights and trademarks issued
or applied for by Debtor subsequent to the issuance of the previous list, which
patents, copyrights and trademarks, if any, shall be subject to the terms and
conditions of the Security Agreement and this Agreement.
4. Effect on Credit Agreement; Cumulative Remedies. Debtor
acknowledges and agrees that this Agreement is not intended to limit or
restrict in any way the rights and remedies of Secured Party under the Credit
Agreement or the Security Agreement but rather is intended to supplement and
facilitate the exercise of such rights and remedies. All of the rights and
remedies of Secured Party with respect to the Patents, Copyrights and
Trademarks, whether established hereby, by the Credit Agreement or the Security
Agreement, by any other agreements, or by law, shall be cumulative and may be
exercised singularly or concurrently.
5. Binding Effect. This Agreement shall be binding upon Debtor
and its successors and assigns and shall inure to the benefit of Secured Party
and its successors and assigns.
6. Applicable Law; Severability. This Agreement shall be
construed in accordance with, and governed by, all of the provisions of the
Illinois Uniform Commercial Code and by the other internal laws of the State of
Illinois, except for the perfection and enforcement of security interests and
liens in other jurisdictions, which shall be governed by the laws of such other
jurisdiction or, as applicable, by the laws of the United States of America.
Whenever possible, each provision of this Agreement shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under applicable
law, such
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provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provisions or the
remaining provisions of this Agreement.
* * * * *
IN WITNESS WHEREOF, the undersigned has duly executed this Agreement
as of the date first written above.
CREDENTIALS SERVICES INTERNATIONAL, INC.
By: /s/ Vineet Pruthi
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Name: Vineet Pruthi
Title: Chief Financial Officer
Address: 333 City Boulevard West
Orange, CA 92688
Accepted and Agreed To:
LASALLE NATIONAL BANK
By: /s/ ANDREW KANFER
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Name: Andrew Kanfer
Title: Loan Officer
Address: 135 South LaSalle Street
Chicago, IL 60603
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SCHEDULE 1
PATENTS
U.S. Patent No. Date Issued Related Foreign Patents
U.S. Patent Application No. Date Applied
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SCHEDULE 2
TRADEMARKS
Trademark Registrations
Mark Registration No. Date
Privacy Watch No. 2,000,996 9/17/96
Trademark Applications
Mark Trademark Application No. Date Applied
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SCHEDULE 3
COPYRIGHTS
Copyright Registrations
Registration No. Date
Copyright Applications
Copyright Description Copyright Application No. Date Applied
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ACKNOWLEDGMENT
STATE OF Illinois )
) SS
COUNTY OF Cook )
I, Susan Adams, a Notary Public in and for said County and State, DO
HEREBY CERTIFY THAT Vineet Pruthi the CFO of CREDENTIALS SERVICES
INTERNATIONAL, INC. a Delaware corporation, personally known to me to be the
same person whose name is subscribed to the foregoing instrument as such
_______________ appeared before me this day in person and acknowledged that he
signed and delivered said instrument as his own free and voluntary act and as
the free and voluntary act of such corporation.
GIVEN under my hand and notarial seal this 14th day of January, 1997.
/s/ Susan A. Adams
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Notary Public
My Commission Expires:
OFFICIAL SEAL SUSAN A ADAMS
NOTARY PUBLIC STATE OF ILLINOIS MY COMMISSION
EXP. MAY 26,1999