LD 2245
pg. 296
Page 295 of 493 An Act to Adopt the Model Revised Article 9 Secured Transactions Page 297 of 493
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LR 1087
Item 1

 
rights under the license and in the computers in which it is
installed. Under this section, the term prohibiting assignment
and providing for a default upon an attempted assignment is
ineffective to prevent the creation, attachment, or perfection of
the security interest or entitle the licensor to terminate the
license agreement. However, under subsection (d) [Maine cite
subsection (4)], the secured party (absent the licensor's
agreement) is not entitled to enforce the license or to use,
assign, or otherwise enjoy the benefits of the licensed software,
and the licensor need not recognize (or pay any attention to) the
secured party. Even if the secured party takes possession of the
computers on the debtor's default, the debtor would remain free
to remove the software from the computer, load it on another
computer, and continue to use it, if the license so permits. If
the debtor does not remove the software, other law may require
the secured party to remove it before disposing of the computer.
Disposition of the software with the computer could violate an
effective prohibition on enforcement of the security interest.
See subsection (d) [Maine cite subsection (4)].

 
3. Nature of Debtor's Interest. Neither this section nor any
other provision of this Article determines whether a debtor has a
property interest. The definition of the term "security
interest" provides that it is an "interest in personal property."
See Section 1-201(37). Ordinarily, a debtor can create a
security interest in collateral only if it has "rights in the
collateral." See Section 9-203(b) [Maine cite section 9-1203,
subsection (2)]. Other law determines whether a debtor has a
property interest ("rights in the collateral") and the nature of
that interest. For example, the nonexclusive license addressed
in Example 1 may not create any property interest whatsoever in
the intellectual property (e.g., copyright) that underlies the
license and that effectively enables the licensor to grant the
license. The debtor's property interest may be confined solely
to its interest in the promises made by the licensor in the
license agreement (e.g., a promise not to sue the debtor for its
use of the software).

 
4. Scope: Sales of Payment Intangibles and Other General
Intangibles; Assignments Unaffected by this Section. Subsections
(a) and (c) [Maine cite subsections (1) and (3)] render
ineffective restrictions on assignments only "to the extent" that
the assignments restrict the "creation, attachment, or perfection
of a security interest," including sales of payment intangibles
and promissory notes. This section does not render ineffective a
restriction on an assignment that does not create a security
interest. For example, if the debtor in Comment 2, Example 1
purported to assign the license to another entity that would use
the computer software itself, other law would govern the
effectiveness of the anti-assignment provisions.


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