exv10w24



 







EXHIBIT 10.24




COPYRIGHT SECURITY AGREEMENT




     This Agreement, dated as of March 31, 2006, is made by [DEBTOR] (the “Debtor”), having a
mailing address at                                         , for the benefit of Wells Fargo Bank, National
Association (the “Secured Party”), acting through its Wells Fargo Business Credit operating
division, having a place of business at Wells Fargo Center, MAC C7300-210, 1740 Broadway, Denver,
Colorado 80274.



     The Debtor is the owner of all of the copyrighted works, registrations, and applications for
registration described in Schedule A hereto.



     The Debtor and the Secured Party are parties to a Credit and Security Agreement dated as of
May 7, 2002 (as the same has been and may hereafter be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”).



     As a condition to extending credit under the Credit Agreement, the Secured Party has required
that the Debtor execute this agreement to evidence the security interest granted to the Secured
Party in any copyrights or copyright applications not expressly covered by other security
agreements.



     ACCORDINGLY, in consideration of the agreements of the Secured Party set forth in the Credit
Agreement, the Debtor hereby agrees as follows:



     1. Definitions. Terms defined in the Credit Agreement and not otherwise defined
herein shall have the meanings given them in the Credit Agreement. In addition, the following
terms have the meanings set forth below:




     “Copyrights” means all of the Debtor’s right, title and interest in and to all
copyrightable works and all copyrights of the Debtor and licenses thereunder, whether
presently existing or hereafter arising, including but not limited to the registered
copyrights, applications to register copyrights, and unregistered works (if any) listed on
Schedule A.




     “Event of Default” means (i) an Event of Default, as defined in the Credit Agreement or
any other credit agreement or security agreement now in existence or hereafter entered into
by the Debtor, or (ii) any breach by the Debtor of any of its obligations under this
Agreement.



     2. Security Interest. In order to secure the Obligations, the Debtor hereby confirms
and acknowledges that it has granted and created (and, to the extent not previously granted under
the Credit Agreement, does hereby irrevocably grant and create) a security interest, with power of
sale to the extent permitted by law, in the Copyrights. This security interest is in any and all
rights of Debtor that may exist or hereafter arise under any copyright law now or hereinafter in
effect in the United States of America or in any other country.



     3. Representations and Warranties. The Debtor represents and warrants that (a) the
Debtor owns each of the works and rights listed in Schedule A, free and clear of any Lien other



 









 







than Permitted Liens, and (b) the Copyrights listed in Schedule A include all copyrightable
works owned or controlled by the Debtor as of the effective date hereof, excluding immaterial
copyrights.



     4. Satisfaction. Upon full payment or satisfaction of the Obligations and termination
of any credit facilities extended to the Debtor by the Secured Party, this Agreement, and the
rights granted hereunder to the Secured Party, shall be terminated upon demand by a written
termination statement to the effect that the Secured Party no longer claims a security interest
under this Agreement.



     5. Administration of Copyrights. Prior to the occurrence of an Event of Default, the
Debtor may control and manage the Copyrights, including the right to make and distribute copies of
the works covered thereby, and may receive and use the income, revenue, profits, and royalties that
arise from the use of the Copyrights and any licenses thereunder, in the same manner and to the
same extent as if this Agreement had not been entered into. The Debtor shall give the Secured
Party prompt notice of any change in the status of said Copyrights or the Debtor’s rights
thereunder.



     6. Protection of Copyrights. The Debtor covenants that it will at its own expense
protect, defend and maintain the Copyrights to the extent reasonably advisable in its business, and
if the Debtor fails to do so, the Secured Party may (but shall have no obligation to) do so in the
Debtor’s name or in the Secured Party’s name, but at the Debtor’s expense, and the Debtor shall
reimburse the Secured Party in full for all expenses, including reasonable attorney’s fees incurred
by the Secured Party in protecting, defending and maintaining the Copyrights. The Debtor further
covenants that it will give notice to the Secured Party sufficient to allow the Secured Party to
timely carry out the provisions of this paragraph.



     7. Remedies. Upon the occurrence of an Event of Default, the Secured Party may, at
its option, exercise any one or more of the following remedies: (a) exercise all rights and
remedies available under the UCC, or under any applicable law; (b) sell, assign, transfer, pledge,
encumber or otherwise dispose of any Copyright; (c) enforce any Copyright, and any licenses
thereunder; and (d) exercise or enforce any or all other rights or remedies available to the
Secured Party by law or agreement against the Copyrights, against the Debtor or against any other
person or property. Upon the exercise of any remedy by the Secured Party hereunder, the Debtor
shall be deemed to have waived all of its rights provided in 17 U.S.C. § 106A or any other “moral
rights of authors.” If the Secured Party shall exercise any remedy under this Agreement, the Debtor
shall, at the request of the Secured Party, do any and all lawful acts and execute any and all
proper documents required by the Secured Party in aid of thereof. For the purposes of this
paragraph, the Debtor appoints the Secured Party as its attorney with the right, but not the duty,
to endorse such Debtor’s name on all applications, documents, papers and instruments necessary for
the Secured Party to (i) act in its own name or enforce or use the Copyrights, (ii) grant or issue
any exclusive or non-exclusive licenses under the Copyrights to any third party, and/or (iii) sell,
assign, transfer, pledge, encumber or otherwise transfer title in or dispose of any Copyright. The
Debtor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue
hereof. This power of attorney shall be irrevocable until satisfaction of this Agreement in
accordance with paragraph 4. The Debtor shall reimburse the



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Secured Party for all reasonable attorney’s fees and expenses of all types incurred by the
Secured Party, or its counsel, in connection with the exercise of the rights of the Secured Party
under this Agreement, together with interest thereon from the date or dates the same were incurred
at the Default Rate.



     8. General Rights and Obligations. Except as expressly set forth herein, the rights
and obligations of the Debtor and the Secured Party with respect to the Copyrights shall in all
respects be governed by the Credit Agreement, the terms of which are incorporated as fully as if
set forth at length herein.



     IN WITNESS WHEREOF, the Debtor has executed this Agreement as of the date first above-written.



[DEBTOR]

 

By:                                                            

Name:

Its:




	 	 	 	 	 	 	 
	STATE OF COLORADO
	 	)	 	 	 	 
	 
	 	)ss:	 	 	 	 
	CITY AND COUNTY OF DENVER
	 	)	 	 	 	 






     The foregoing instrument was acknowledged before me this ___day of March, 2006, by
                                        , the                                          of [DEBTOR], on behalf of the corporation.



                                                            

Notary Public





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SCHEDULES TO COPYRIGHT SECURITY AGREEMENT




FOR




GLOBAL EMPLOYMENT SOLUTIONS, INC.




 









 








Schedule A




Registrations




	 	 	 	 	 
	Title	 	Copyright Year	 	Copyright Number
	 
	 	 	 	 





NONE




Applications




	 	 	 
	Title	 	Copyright Year
	 
	 	 





NONE




 









 








SCHEDULES TO COPYRIGHT SECURITY AGREEMENT




FOR




EXCELL PERSONNEL SERVICES CORPORATION




 









 








Schedule A




Registrations




	 	 	 	 	 
	Title	 	Copyright Year	 	Copyright Number
	 
	 	 	 	 





NONE




Applications




	 	 	 
	Title	 	Copyright Year
	 
	 	 





NONE




 









 








SCHEDULES TO COPYRIGHT SECURITY AGREEMENT




FOR




FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC.




 









 








Schedule A




Registrations




	 	 	 	 	 
	Title	 	Copyright Year	 	Copyright Number
	 
	 	 	 	 





NONE




Applications




	 	 	 
	Title	 	Copyright Year
	 
	 	 





NONE




 









 








SCHEDULES TO COPYRIGHT SECURITY AGREEMENT




FOR




TEMPORARY PLACEMENT SERVICE, INC.




 









 








Schedule A




Registrations




	 	 	 	 	 
	Title	 	Copyright Year	 	Copyright Number
	 
	 	 	 	 





NONE




Applications




	 	 	 
	Title	 	Copyright Year
	 
	 	 





NONE




 









 








SCHEDULES TO COPYRIGHT SECURITY AGREEMENT




FOR




SOUTHEASTERN STAFFING, INC.




 









 








Schedule A




Registrations




	 	 	 	 	 
	Title	 	Copyright Year	 	Copyright Number
	Do your employees a favor: let them go

	 	08/31/92
	 	TX-3-383-768
	Imagine running your business

	 	08/31/92
	 	TX-3-447-252






Applications




	 	 	 
	Title	 	Copyright Year
	 
	 	 





NONE




 









 








SCHEDULES TO COPYRIGHT SECURITY AGREEMENT




FOR




SOUTHEASTERN PERSONNEL MANAGEMENT, INC.




 









 








Schedule A




Registrations




	 	 	 	 	 
	Title	 	Copyright Year	 	Copyright Number
	 
	 	 	 	 





NONE




Applications




	 	 	 
	Title	 	Copyright Year
	 
	 	 





NONE




 









 








SCHEDULES TO COPYRIGHT SECURITY AGREEMENT




FOR




MAIN LINE PERSONNEL SERVICES, INC.




 









 








Schedule A




Registrations




	 	 	 	 	 
	Title	 	Copyright Year	 	Copyright Number
	 
	 	 	 	 





NONE




Applications




	 	 	 
	Title	 	Copyright Year
	 
	 	 





NONE




 









 








SCHEDULES TO COPYRIGHT SECURITY AGREEMENT




FOR




BAY HR, INC.




 









 








Schedule A




Registrations




	 	 	 	 	 
	Title	 	Copyright Year	 	Copyright Number
	 
	 	 	 	 





NONE




Applications




	 	 	 
	Title	 	Copyright Year
	 
	 	 





NONE




 









 








SCHEDULES TO COPYRIGHT SECURITY AGREEMENT




FOR




SOUTHEASTERN GEORGIA HR, INC.




 









 








Schedule A




Registrations




	 	 	 	 	 
	Title	 	Copyright Year	 	Copyright Number
	 
	 	 	 	 





NONE




Applications




	 	 	 
	Title	 	Copyright Year
	 
	 	 





NONE




 









 








SCHEDULES TO COPYRIGHT SECURITY AGREEMENT




FOR




GLOBAL EMPLOYMENT HOLDINGS, INC.

[GUARANTOR]




 









 








Schedule A




Registrations




	 	 	 	 	 
	Title	 	Copyright Year	 	Copyright Number
	 
	 	 	 	 





NONE




Applications




	 	 	 
	Title	 	Copyright Year
	 
	 	 





NONE