|
The nondisclosure term also would be effective in the factual |
| setting of Comment 2, Example 1. If the secured party's possession |
| of the computers loaded with software would put it in a position to |
| discover confidential information that the debtor was prohibited |
| from disclosing, the licensor should be entitled to enforce its |
| rights against the secured party. Moreover, the licensor could |
| have required the debtor to obtain the secured party's agreement |
| that (i) it would immediately return all copies of software loaded |
| on the computers and that (ii) it would not examine or otherwise |
| acquire any information contained in the software. This section |
| does not prevent an account debtor from protecting by agreement its |
| independent interests that are unrelated to the "creation, |
| attachment, or perfection" of a security interest. In Example 1, |
| moreover, the secured party is not in possession of copies of |
| software by virtue of its security interest or in connection with |
| enforcing its security interest in the debtor's license of the |
| software. Its possession is incidental to its possession of the |
| computers, in which it has a security interest. Enforcing against |
| the secured party a restriction relating to the software in no way |
| interferes with its security interest in the computers. |