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EXHIBIT 10.6
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SOFTWARE SECURITY AGREEMENT
THIS SOFTWARE SECURITY AGREEMENT ("Security Agreement") is made this
14th day of February, 2001 by and between Enlighten Software Solutions, Inc., a
California corporation having a place of business at 000 Xxxxx Xxx, Xxxxx Xxxxx,
Xxx Xxxxx, Xxxxxxxxxx 00000 ("Borrower"), and Xxxxx Tech Consulting, Inc., a
Delaware corporation having a place of business at 0000 Xxxxxxxxxx Xxxxxxxxx,
Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 ("Secured Party"). Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Loan
Agreement dated as of the date hereof by and between Borrower and Secured Party.
RECITALS
WHEREAS, Borrower desires to obtain the Credit Facility from Secured
Party pursuant to, evidenced by the Loan Agreement dated as of the date hereof
by and between the Borrower and the Secured Party; and
WHEREAS, as an inducement to Secured Party to provide the Credit
Facility, Borrower has agreed to grant to Secured Party a security interest in
the Software, including without limitations that Intellectual Property set forth
in Schedule 1, and any and all proceeds therefrom, to secure all present and
future Obligations of Borrower under the Credit Documents; and
WHEREAS, the execution and delivery by the parties hereto of this
Security Agreement is a condition precedent to the obligation of Secured Party
to make Advances under the Credit Facility; and
WHEREAS, to evidence the rights of Secured Party in and to the Software,
Borrower and Secured Party have entered into this Security Agreement.
NOW, THEREFORE, for good and valuable consideration, receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, Borrower and Secured Party hereby agree as follows:
1. GRANT OF SECURITY INTEREST. To secure the prompt payment, performance
and observance of the Obligations, Borrower does hereby assign to Secured Party,
and grant to Secured Party a present, absolute, unconditional, continuing first
priority security interest in and to, all of Borrower's right, title and
interest, whether now owned or existing or hereafter acquired or arising, in and
to the Software and in and to all Intellectual Property rights in the Software,
whether or not registered or filed with any Governmental Authority, associated
copyright registrations and copyright applications, and all registrations and
renewals thereof and applications for registration and renewal thereof, together
with (a) source code, object code, build procedures, installation files, help
files, dynamic link libraries, informational content included in Software, (b)
all writings and computer tapes, disks, data bases, flow diagrams, and other
property manifesting, embodying or incorporating any thereof, (c) all present
and future rights of Borrower under all present and future license agreements
relating thereto, whether Borrower is licensee or licensor thereunder, (d) all
income, royalties, damages and payments now or hereafter due and/or payable to
Borrower thereunder or with respect thereto, including,
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without limitation, damages and payments for past, present or future
infringements thereof, (e) all of Borrower's present and future claims, causes
of action and rights to xxx for past, present or future infringements thereof,
(f) all rights corresponding thereto throughout the world, (g) all present and
future proceeds and products thereof in any form whatsoever, and (h) (i) all
registered copyrights owned by Borrower arising in and to the Software,
including the jurisdictions in which each such item of Intellectual Property has
been issued or registered or in which any application for such issuance and
registration has been filed, (ii) licenses and value added reseller agreements
in effect with respect to the Software, and (iii) licenses, sublicenses and
other agreements as to which Borrower or any Borrower Subsidiary is a party and
pursuant to which Borrower or its Subsidiaries are authorized to use any third
party patents, trademarks or copyrights, including software, that are
incorporated in, are or form a part of the Software or any other product of
Borrower or any of its Subsidiaries (all of the foregoing collectively, the
"Copyrights").
2. REQUESTED RECORDATION. Borrower authorizes the Register of Copyrights
to file and record this Security Agreement (and any corresponding or separate
application forms of such jurisdiction) in order to reflect publicly Secured
Party's security interest in the Software and the Copyrights.
3. TERMINATION. The security interest granted herein shall terminate
upon the later of (a) the satisfaction in full of the Obligations, and (b) such
time as there exists no commitment by Secured Party that could give rise to any
Obligations.
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IN WITNESS WHEREOF, the undersigned have executed and delivered this Security
Agreement on this 14th day of February, 2001.
ATTEST/WITNESS: ENLIGHTEN SOFTWARE SOLUTIONS, INC.
(Borrower)
By: /S/ [Name] By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Co-Chairman of the Board
By: /s/ Xxxxx X. Xxxx XXXXX TECH CONSULTING, INC.
---------------------------- (Secured Party)
By:/s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Chief Executive Officer
* * * * *
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STATE OF California )
) ss
COUNTY OF Santa Xxxxx )
On this 14th day of February, 2001 before me personally appeared Xxxxx X. Xxxxxx
to me personally known, who, being duly sworn, did say that he is the
Co-Chairman of the Board of Enlighten Software Solutions, Inc. and that he duly
executed the foregoing instrument for and on behalf of Enlighten Software
Solutions, Inc. being duly authorized to do so and that said individual
acknowledged said instrument to be the free act and deed of said corporation.
/s/ Xxxxx Xxxxxxxx Xxxxxxx
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Notary Public
My Commission expires:
1/8/2004
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SCHEDULE 1
SOFTWARE
Title Registration No. Registration Date
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Enlighten DSM Software
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