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. |