EXHIBIT 10.3
SECURITY AGREEMENT
SECURITY AGREEMENT, made as of December 31, 1995, by and
between Knowledge Solutions, Inc., a Delaware corporation with an
address at 115 Research Drive, Xxxxxx Xxxx, Lehigh University,
Bethlehem, PA 18015 (the "Debtor"), and Competitive Technologies,
Inc., a corporation with an address at 0000 Xxxx Xxxx Xxxx,
Xxxxxxxx, XX 00000 (the "Secured Party").
BACKGROUND
The Debtor has executed and delivered to the Secured Party on
this date (i) a Secured Convertible Promissory Note in the
principal amount of $50,000 (the "Note"). The Note is intended to
be secured by all source code, object code, internal documentation,
schematics, flow charts, other technical information, user
documentation, tools, compilers, copyrights and other proprietary
rights constituting or relating to or used by Debtor to develop,
modify or compile Debtor's software described in Exhibit A attached
hereto and all modifications and additions made in the future (the
"Software"), and by all of Debtor's furniture, fixtures and
equipment.
The Debtor now desires to grant to the Secured Party a
security interest in the collateral to secure the full payment and
performance of the Debtor's obligations under the Note.
NOW, THEREFORE, for and in consideration of the advance by the
Secured Party to the Debtor as evidenced by the Note, and other
good and valuable consideration, the receipt whereof is hereby
acknowledged, the Debtor and the Secured Party, intending to be
legally bound, hereby covenant and agree as follows:
Section 1. Grant of Security Interest. Debtor hereby grants,
pledges, assigns and conveys to the Secured Party as security for
payment of the Debtor's obligations under the Note, a security
interest in and lien upon the Software, and upon all of Debtor's
furniture, fixtures and equipment, including without limitation
computer equipment and peripherals, whether now owned or hereafter
acquired (collectively, the "Collateral").
Section 2. Financing Statements. The Debtor shall join with
the Secured Party in executing such financing statements and
continuation statements (in form satisfactory to the Secured Party)
under the Uniform Commercial Code as the Secured Party shall from
time to time require.
Section 3. Representations and Warranties. Debtor represents
and warrants to the Secured Party that:
(a) Each of this Agreement and the Note has been duly
authorized, executed and delivered by it and constitutes its valid,
binding and enforceable obligations;
(b) The execution, delivery and performance by Debtor of
each of this Agreement and the Note will not violate or contravene
any applicable law or regulation, any provision of Debtor's
Certificate of Incorporation, or any applicable decree, order or
rule, and will not constitute a breach of any contract or other
instrument to which it is a party or by which it or any of its
assets is bound, or result in any lien or encumbrance being placed
on or foreclosed on any of the Collateral;
(c) Its chief executive office and the place where it
will hereafter keep the Collateral is at the address set forth in
the first page hereof;
(d) There is no litigation, arbitration or other
proceedings currently pending or, to Debtor's knowledge, threatened
against Debtor or the Collateral;
(e) Debtor is the owner of the Collateral free and clear
of all licenses, liens, encumbrances or security interests except
the security interests created hereby and except for those security
interests described on the Disclosure Schedule attached hereto; and
Debtor has full right, power and authority to grant the security
interest granted hereby; and
(f) No copyright or patent has been registered, issued
or applied for under any state, federal or foreign copyright or
patent laws for any materials or any part thereof constituting the
Collateral.
Section 4. Survival. All of the representations and
warranties of the Debtor set forth in this Agreement shall survive
the making of the Agreement.
Section 5. Affirmative Covenants. Debtor covenants that so
long as either of the Notes remains outstanding, it will:
(a) keep the Collateral free of encumbrances or security
interests except those in favor of the Secured Party and the
security interests described on the Disclosure Schedule;
(b) notify the Secured Party prior to any change in the
location of its place of business or of the place where any medium
containing any part of the Software is kept, or of the
establishment of any new, or the discontinuance of any existing,
place of business;
(c) indemnify and hold the Secured Party harmless from
all debts, liabilities and obligations incurred by such Debtor in
its business which may result in liability to a secured party
including, without limitation, liability arising pursuant to the
Internal Revenue Code relating to withholding taxes and withheld
social security payments and the penalty for failure to pay over
withholding taxes and social security payments.
Section 6. Negative Covenants. Debtor covenants that so long
as the Note remains outstanding, such Debtor will not, without the
prior written consent of the Secured Party:
(a) permit any of the Collateral to be levied upon under
any legal process;
(b) permit anything to be done that may impair the value
of any of the Collateral or the security intended to be afforded by
this Agreement.
Section 7. Default; Remedies.
(a) Each of the following is an event of default ("Event
of Default") hereunder:
(i) Any event of default under the Note;
(ii) If any representation or warranty made herein
by Debtor is materially false or misleading;
(iii) If Debtor is in material breach of any of its
covenants or agreements made herein, and such breach remains
uncured 15 days after written notice of such breach is given by the
Secured Party to Debtor;
(iv) If any suit or suits are commenced or pending
or any judgment is obtained against Debtor for amounts,
individually or in the aggregate, in excess of $50,000;
(v) The commencement of any process or proceeding
to foreclose upon, levy upon or execute upon any of the Collateral,
including by any holder of a senior lien on any of the Collateral;
or
(vi) If any proceeding under any law of the United
States or of any state relating to bankruptcy, insolvency,
receivership, reorganization or debt adjustment is instituted by
Debtor or if such proceeding is instituted against Debtor and is
consented to by the respondent or remains undismissed for 30 days,
or if Debtor is adjudicated a bankrupt, or a trustee or receiver is
appointed for any substantial part of its property, or if Debtor
makes an assignment for the benefit of creditors, or becomes
insolvent.
(b) Upon the occurrence of any Event of Default, the
Secured Party may:
(i) Immediately declare the Note to be due and
payable in full, without notice, presentment, demand or further
action of any kind;
(ii) Exercise all the rights of a secured party
under the Uniform Commercial Code or under any other applicable law
or agreement with respect to the Collateral, all of which rights
shall, to the full extent permitted by law, be cumulative.
Section 9. Notices. If notice of sale, disposition or other
intended action by the Secured Party with respect to the Collateral
is required by the Uniform Commercial Code or other applicable law,
any notice thereof sent to the Debtor at least 10 days prior to
such action, shall constitute reasonable notice to Debtor. Notices
required or permitted under this Agreement shall be deemed to have
been given (i) when delivered by hand or successful facsimile
transmission, (ii) one business day after sent, charges paid by
sender, by guaranteed overnight courier, or (iii) three business
days after mailed, postage prepaid, by certified mail, return
receipt requested;
If to Debtor, to:
Knowledge Solutions, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxx Xxxx, Lehigh University
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
If to Secured Party, to:
Competitive Technologies, Inc.
0000 Xxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
Section 9. Assignment. This Agreement shall be binding upon
and inure to the benefit of the Debtor and the Secured Party and
their respective heirs, executors, administrators, personal
representatives, successors and assigns.
Section 10. Governing Law. This Agreement shall be governed
by and interpreted in accordance with the internal laws of the
Commonwealth of Pennsylvania.
Section 11. Subordination. This Agreement is subject to a
subordination agreement dated on or about December 29, 1995 between
the Secured Party and Safeguard Scientifics (Delaware), Inc.
IN WITNESS WHEREOF, the Debtor and the Secured Party have each
caused this Security Agreement to be executed, as of the day and
year first-above written, by its authorized officers.
KNOWLEDGE SOLUTIONS, INC.
By: s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, CEO
COMPETITIVE TECHNOLOGIES, INC.
By: s/ Xxxxx X. XxXxxx, Xx.
Title: Vice President
