Also known as: general intangible · UCC §9-102(a)(42)
Written by attorneys · grounded in primary & secondary sources — see below
A residual category of personal property under Article 9 of the Uniform Commercial Code that encompasses intangible assets not classified elsewhere as accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, or oil, gas, or other minerals before extraction. The category expressly includes controllable electronic records, payment intangibles, and software.
Gina Griffin grants a software license to Granite Holdings in exchange for quarterly royalty payments. Granite Holdings becomes obligated to make those payments under the license agreement. Because the obligation arises from a general intangible, Granite Holdings qualifies as the account debtor with respect to the payment right.
Global Dynamics borrows from Golden Gate Logistics and grants a security interest in its proprietary code repositories. The code repositories constitute personal property that is neither an account nor goods. The repositories therefore fall within the definition of general intangibles and may serve as Article 9 collateral.
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A security interest in general intangibles is perfected by filing a financing statement. Possession is unavailable because the collateral lacks a tangible embodiment that can be physically held.
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Patents, trademarks, goodwill, architectural drawings, copyrights, and software are commonly classified as general intangibles when they do not fit another defined category such as accounts or instruments.
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A buyer of a general intangible other than a secured party takes free of an unperfected security interest if the buyer gives value without knowledge of the security interest and before it is perfected.
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An account debtor includes any person obligated on a general intangible. The definition excludes persons obligated on a negotiable instrument even if the instrument evidences chattel paper.
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A term in an agreement relating to a general intangible that prohibits or restricts assignment or the creation of a security interest is ineffective to the extent provided in UCC § 9-408.
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