DRAFT — FOR COUNSEL REVIEW ONLY
This document is a template for institutional review and does not constitute legal advice.
This PATENT SECURITY AGREEMENT (this "Agreement") is entered into as of [DATE OF AGREEMENT], by and between NEWKINGDOM FINANCIAL INC., a Wyoming corporation ("Grantor" or "Borrower"), and [LENDER NAME] ("Secured Party").
RECITALS
A. Grantor is the sole legal and beneficial owner of the Patent Collateral (as defined below).
B. Pursuant to that certain [Loan/Credit] Agreement of even date herewith, Secured Party has agreed to make a loan to Borrower in the principal amount of $5,000,000.00.
C. It is a condition precedent to the making of such loan that Grantor shall have executed and delivered this Agreement to Secured Party to secure the performance of all obligations of Borrower under the Loan Documents.
SECTION 1 — GRANT OF SECURITY INTEREST
Grantor hereby grants, pledges, and assigns to Secured Party a continuing first priority security interest (the "Security Interest") in all of Grantor's right, title, and interest in, to, and under the following (collectively, the "Patent Collateral"):
- U.S. Patent Application Serial No. 19/676,813, filed May 14, 2026, entitled "Post-Generation Phrase Translation System with Consent-Gated Session Architecture and Provider-Independent Three-Layer Identity Separation for Artificial Intelligence Language Model Outputs";
- Any and all patents issuing therefrom, and all reissues, divisions, continuations, continuations-in-part, extensions, and reexaminations thereof;
- All foreign counterparts and any patent applications and patents corresponding thereto;
- All income, royalties, damages, and payments now or hereafter due or payable with respect to any of the foregoing, including, without limitation, damages and payments for past, present, or future infringements thereof;
- All rights to sue for past, present, and future infringements of any of the foregoing; and
- All proceeds of any of the foregoing.
SECTION 2 — REPRESENTATIONS AND WARRANTIES
Grantor represents and warrants to Secured Party that:
- Grantor is the sole and exclusive owner of the Patent Collateral, free and clear of any liens, security interests, or encumbrances;
- The U.S. Patent Application No. 19/676,813 is in good standing and has not been abandoned;
- Grantor has the full right, power, and authority to enter into this Agreement and to grant the Security Interest;
- No inter partes review, post-grant review, or other challenge to the validity of the Patent Collateral is currently pending or, to Grantor's knowledge, threatened.
SECTION 3 — AFFIRMATIVE COVENANTS
Grantor covenants and agrees that, until the obligations are paid in full, Grantor shall:
- Maintain the prosecution of the Patent Collateral in good standing and pay all required USPTO fees;
- Promptly notify Secured Party of any material Office Actions received from the USPTO and provide copies thereof;
- Notify Secured Party at least thirty (30) days prior to any intentional abandonment of any claim within the Patent Collateral and obtain Secured Party's prior written consent;
- Obtain Secured Party's prior written consent before granting any license or sublicense to any third party.
SECTION 4 — NEGATIVE COVENANTS
Grantor shall not, without the prior written consent of Secured Party:
- Sell, assign, transfer, or otherwise dispose of any interest in the Patent Collateral;
- Create or permit to exist any additional lien or encumbrance on the Patent Collateral;
- Settle or compromise any claim of infringement of the Patent Collateral.
SECTION 5 — PERFECTION
5.1 UCC Filing. Grantor hereby authorizes Secured Party to file a UCC-1 financing statement with the Wyoming Secretary of State to perfect the Security Interest.
5.2 USPTO Recordation. Grantor shall cooperate with Secured Party in recording this Agreement (or a suitable short-form version) with the USPTO under 37 CFR Part 3 within three (3) business days of execution. Grantor acknowledges that per 35 U.S.C. § 261, recordation must occur within three (3) months of the date of this Agreement to be effective against subsequent purchasers.
SECTION 6 — EVENTS OF DEFAULT
The occurrence of any of the following shall constitute an "Event of Default":
- Failure to pay any principal or interest when due, subject to a five (5) day cure period;
- Breach of any covenant or warranty herein, subject to a thirty (30) day cure period;
- The abandonment of U.S. Patent Application No. 19/676,813 without Secured Party's consent;
- The filing of a bankruptcy petition by or against Grantor.
SECTION 7 — REMEDIES
Upon the occurrence and during the continuance of an Event of Default, Secured Party may:
- Take over the prosecution of the Patent Collateral;
- License or sublicense the Patent Collateral to third parties;
- Sell the Patent Collateral at public or private sale in a commercially reasonable manner pursuant to UCC Article 9.
SECTION 8 — LIMITED POWER OF ATTORNEY
Grantor hereby irrevocably appoints Secured Party as its attorney-in-fact, effective only upon an Event of Default, to execute any documents necessary to continue prosecution, respond to office actions, or transfer title of the Patent Collateral to Secured Party or a third-party purchaser.
SECTION 9 — GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County.
Grantor / Borrower
NEWKINGDOM FINANCIAL INC.
By: [Name / Title]
Date:
Secured Party
[LENDER NAME]
By: [Name / Title]
Date:
EXHIBIT A
UCC-1 COLLATERAL DESCRIPTION
All right, title, and interest of Debtor in and to the following intellectual property collateral: (i) United States Patent Application Serial No. 19/676,813, filed May 14, 2026, entitled "Post-Generation Phrase Translation System with Consent-Gated Session Architecture and Provider-Independent Three-Layer Identity Separation for Artificial Intelligence Language Model Outputs," together with (ii) any Letters Patent issuing on said application; (iii) all continuations, continuations-in-part, divisionals, reissues, reexaminations, and extensions of the foregoing; (iv) all foreign counterparts and foreign patent applications corresponding to the foregoing; (v) all income, royalties, damages, payments, and proceeds now or hereafter due or payable with respect to the foregoing; (vi) all rights to sue or recover for past, present, and future infringement of the foregoing; and (vii) all proceeds of the foregoing in whatever form.