Collateral Agreement Template

This Agreement (“Agreement”) is made by [Sender.FirstName][Sender.LastName] of [Sender.Company] (“Secured Party”) and [Client.FirstName][Client.LastName] of [Client.Company] (“Debtor”) on the effective date of (date).

Every and all of the articles to this Agreement as well as any other contracts, agreements, or papers that must be completed and delivered in conjunction with the activities in this Agreement fall under the overarching framework term of "Collateral Agreements."

The Debtor hereby agrees to provide the Secured Party with full right and title of ownership to the following property as collateral to secure the debt listed in the “Debt” section of this agreement:

Debt

​[Sender.Company] has issued an (insurance policy/loan/etc.), attached hereto, to Debtor, and the parties agree that this policy results in financial exposure to the Secured Party based on:

• (List out the reasons why)

• (List out if there is an interest rate)

Collateral

To secure this Agreement, the Debtor hereby agrees to provide the Secured Party with full right and title of ownership to the following property as collateral (the “Collateral”) to secure the debt listed in the “Debt” section of this Agreement:

• (Property name, address)

The collateral listed below is also offered by the Debtor in order to secure the following from the Secured Party:

• (Describe the collateral)

Representations and Warranties

The Debtor represents and warrants that:

1. No other Creditor has the right to ownership of the listed Collateral that may interfere with the Secured Party’s ability to take and profit from the sale of said property in the event that the above-listed debts are not repaid.

2. They are the rightful legal owner of the listed Collateral.

3. They agree to notify the Secured Party of any changes to their contact information or physical address.

4. They agree not to sell or transfer ownership of the property listed in this Collateral Agreement until their debt to the Secured Party has been fully resolved.

5. Should they default on the above-listed debt, the Secured Party shall have the right to seize the listed Collateral and resell it to recoup their lost investment.

6. They will be deemed to be in default if they:

• Fail, within (number) days of (time period) to reimburse the Secured Party as required by the (insurance policy).

• Fail to provide additional required collateral as required.

• Become insolvent, bankrupt, or unable or unwilling to fulfill their obligations to the Secured Party.

The Secured Party represents and warrants that:

1. All warranties and representations in the (original agreement, i.e. loan or insurance policy document) continue in full force and effect.

2. The only recipient of the (loan/insurance policy/etc.) is the Debtor identified in this Agreement

3. The Secured Party will perform all of its duties and obligations and comply with all terms and conditions set out under (original agreement, i.e. loan or insurance policy document) and this Collateral Agreement.

Rights

The Debtor gives and grants the Secured Party a security interest in all Collateral provided or delivered to the Secured Party and/or Secured Party’s company by or for the account of the Debtor at any time pursuant to this Agreement.

Governing Law

This Collateral Agreement hereunder will be governed by the state and federal laws of [Sender.State], [Sender.Country] .

The Parties understand that this Agreement is governed by Article III of the Uniform Commercial Code (the “UCC”).

Survivability

If any provisions are deemed invalid or unenforceable, the rest of the Agreement will continue in full force and effect.

The representations and warranties contained within this Agreement will continue after the delivery and payment of the Collateral and shall remain in full force and effect, regardless of any investigation made on behalf of any of the Collateral or any person controlling any of them.

Terms

The Debtor warrants that:

1. No other Creditor has the right to ownership of the listed collateral that may interfere with the Secured Party’s ability to take and profit from the sale of said property if the above-listed debts are not repaid.

2. The Debtor warrants that they are the rightful legal owner of the listed collateral.

3. The Debtor agrees to notify the Secured Party of any changes to their contact information or physical address.

4. The Debtor agrees not to sell or transfer ownership of the property listed in this collateral agreement until their debt to the Secured Party has been fully resolved.

5. Should the Debtor default on the above-listed debt, the Secured Party shall have the right to seize the listed collateral and resell it to recoup their lost investments.

6. Every piece of asset that the lender intends to award in a lien against underneath the terms of this agreement is owned by the lender with sound title, constitutional protections, and the capability to transfer them freely and is clear of any liabilities other than Authorized Liens. There are no additional deposit transactions held by the lender than those with the bank, those mentioned in the Perfection Certificate delivered to the bank in linkage with this transaction, or those for which the borrower has announced publicly to the bank and taken the appropriate steps to grant the bank a perfected security interest. Unless otherwise specified in the Perfection Certificate, no third party consignee (such as a storehouse) shall be in the custody of the Collateral.

7. None of the Collateral components may be kept anywhere other than the conditions specified in the Perfection Certificate or those allowed by Section (insert details). Every item in the inventory is free of physical flaws and is acceptable and valuable in all accordance with generally accepted accounting. With the exception of (a) non-exclusive licensing requirements provided to the clients in the conduct of trade, (b) over-the-counter operating system that is sold to the general public, and (c) material Proprietary Rights licensed to lender and mentioned on the Perfection Certificate, borrower is the rightful proprietor of the Copyrighted Works that it possesses or claims to own.

8. No portion of the intellectual property that the borrower owns or claims to own and that is relevant to the borrower's business has been found to be invalid or unenforceable, in whole or in part. Each patent that the borrower has or claims to own is valid and enforceable. To the extent of lender's knowledge, no allegation has already been brought that any portion of the Intellectual Property infringes on the interests of any third person, unless and until such allegation could not reasonably be anticipated to have a materially negative impact on lender's company, lender is not subject to, and is not obligated by, any Limited Permit, with the exception of what is stated on the Perfection Certificate.

Remedies Upon Events of Default

In case of a Default Event, the Secured Party will have the ability to foreclose on the Collateral to the extent authorized by law.

Miscellaneous

This Collateral Agreement will be regulated and enforced per the laws of the [Sender.State], and if any terms are ruled illegal or unenforceable, those still deemed valid will remain. This Collateral Agreement and its Schedules will be executed in two counterparts, each of which will contain the Parties' entire Agreement. Any change or amendment must be made in writing and signed by both Parties involved.

Confidentiality

This Contract is to be treated with the utmost confidentiality. However, this section shall not prevent either Party from analyzing this Contract in confidence with their community of lawyers, accounting professionals, or other consultants, provided that all members of this community understand that this information is confidential and cannot be shared with any third party who does not have access to private information mentioned in the Contract. Such Parties shall keep the Agreement's terms and conditions private and shall not divulge them to anybody, including any past, present, or potential employee of either Party.

Termination

This Collateral Agreement and the rights granted by it shall cease, terminate, and be null and void upon the fulfillment of all of the Debtor's obligations under the Collateral Agreement, and the Debtor shall have no further duty hereunder upon such termination. Any Collateral remaining at the time of termination shall be completely freed and discharged from the Lien hereof and transferred to the Debtor at no further cost by the Secured Party.

No clause in this Agreement may be amended, waived, released, or dismissed verbally; rather, such actions require the execution of a written document signed by the entity seeking to enforce the modification, waiver, release, or dissolution.

Acceptance Form

Both parties agree that there no characterizations, obligations, previous contracts or MOUs (memorandum of understanding), whether written or implied, will come into effect or will override the terms and conditions mentioned under this Collateral Agreement. Notwithstanding the foregoing, only a written document signed by all parties mentioned in this agreement may change the Terms mentioned in this one. To be clear, any Compensation Agreement between the Debtor and the Secured Party attesting to pending equity awards shall remain valid in addition to this Arrangement.

Both parties should use the fields below to sign and date the Collateral Agreement. Once signed, each party can download a copy for their records.

​[Client.Company], in exercising its contractual rights, upon signature, will supersede any earlier Collateral Contract between the Parties related to the Policies.

Following this, the Parties pledge that this Collateral Agreement to be duly executed and delivered as per the established date below.