Promissory Note
This Promissory Note (the "Note") is made on [Date the loan is made] by [Borrower full name], of [Borrower address] ("Borrower"), in favor of [Lender full name], of [Lender address] ("Lender"). For value received, Borrower promises to pay Lender the principal sum of [Principal amount] (the "Principal"), together with interest and any other amounts due under this Note, on the terms below. Borrower and Lender are each a "Party" and together the "Parties".
1. Promise to Pay
Borrower acknowledges receipt of the Principal from Lender and unconditionally promises to pay Lender, or Lender’s order, the Principal and all interest, fees and costs due under this Note in lawful money of the United States, without setoff, deduction or counterclaim. This Note is not a gift and Borrower’s obligation to repay does not depend on any event other than the passage of time.
2. Interest
The unpaid Principal shall bear simple interest from the date of this Note at the rate of [Annual interest rate (%)] percent per year, calculated on the actual number of days elapsed over a 365-day year. Interest does not compound. If the rate stated is zero, no interest accrues while Borrower is not in default. In no event shall the interest charged under this Note exceed the maximum rate permitted by applicable law; any excess shall be applied to reduce the Principal and, if the Principal has been paid, refunded to Borrower.
3. Payment Schedule
Borrower shall repay this Note as follows: [Repayment schedule].
(a) If monthly installments: Borrower shall pay [Installment amount (or $0 for lump sum)] on [First payment due] and on the same day of each month after that until [Maturity date (final payment)] (the "Maturity Date"), when the entire unpaid Principal, accrued interest and any other amounts due shall be paid in full.
(b) If a lump sum: no periodic payments are required. The entire Principal, accrued interest and any other amounts due shall be paid in full on the Maturity Date.
(c) If interest-only with a balloon: Borrower shall pay accrued interest of [Installment amount (or $0 for lump sum)] on [First payment due] and on the same day of each month after that, and shall pay the entire Principal together with any remaining interest in a single balloon payment on the Maturity Date.
Payments shall be made by [How payments are made], or as Lender otherwise directs in writing. Each payment shall be applied first to any late fees and costs then due, then to accrued interest, and then to Principal. If a payment date falls on a Saturday, Sunday or legal holiday, payment is due on the next business day.
4. Late Fee
If any payment is not received within [Grace period before a late fee (days)] days after it is due, Borrower shall pay Lender a late fee of [Late fee per missed payment] for that payment. The late fee compensates Lender for the cost of handling a late payment and is not interest. Acceptance of a late payment or a late fee does not waive Lender’s right to treat a later late payment as a default.
5. Prepayment
Borrower may prepay all or any part of the Principal at any time without penalty or premium. A partial prepayment shall be applied to Principal and, unless Lender agrees otherwise in writing, shall not postpone the due date or reduce the amount of any scheduled installment; it shortens the time to payoff instead. Interest stops accruing on any amount of Principal on the day it is paid.
6. Security
This Note is: [Secured or unsecured]. If secured, the collateral is described as follows: [Collateral description (or "None")] (the "Collateral"). Borrower grants Lender a security interest in the Collateral to secure payment of this Note, and shall sign any security agreement, deed of trust, title application or financing statement Lender reasonably requests to perfect that interest. Borrower shall keep the Collateral insured and free of other liens until this Note is paid in full. If this Note is unsecured, this Section does not apply and Lender relies on Borrower’s general credit.
7. Events of Default
Each of the following is an "Event of Default": (a) Borrower fails to make any payment within fifteen (15) days after it is due; (b) Borrower fails to perform any other obligation under this Note or any document securing it and does not cure the failure within ten (10) days after written notice from Lender; (c) Borrower becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or receivership proceeding; (d) any representation Borrower made to Lender to obtain this loan proves to have been materially false; or (e) if this Note is secured, the Collateral is sold, transferred, encumbered, damaged beyond repair or seized without Lender’s written consent.
8. Acceleration and Remedies
Upon an Event of Default, Lender may, by written notice to Borrower, declare the entire unpaid Principal, all accrued interest and all other amounts due under this Note immediately due and payable, without further presentment, demand or protest. From the date of an Event of Default until the default is cured or this Note is paid in full, the unpaid balance shall bear interest at the rate stated in Section 2 plus five (5) percentage points per year, but never more than the maximum rate permitted by law. Lender may exercise any remedy available at law or in equity, including, if this Note is secured, any remedy of a secured party in the Collateral. Lender’s remedies are cumulative and Lender’s failure or delay in exercising any of them is not a waiver.
9. Collection Costs
Borrower shall pay on demand all reasonable costs Lender incurs in enforcing or collecting this Note after an Event of Default, including collection agency fees, court costs and reasonable attorney fees, whether or not a lawsuit is filed. These costs are added to the amount due under this Note and bear interest at the default rate.
10. Waivers
Borrower and every endorser or guarantor of this Note waive presentment for payment, demand, notice of dishonor, notice of nonpayment, protest and notice of protest, and consent to any extension of time, renewal, release of any Collateral or of any other person liable, or other indulgence Lender may grant, without notice and without affecting their liability. No waiver by Lender is effective unless in writing, and a waiver on one occasion is not a waiver on any other.
11. Assignment; Successors
Lender may assign or transfer this Note without Borrower’s consent, and the assignee shall have every right of Lender under it. Borrower may not assign its obligations under this Note. This Note binds Borrower’s heirs, personal representatives and successors and benefits Lender’s successors and assigns.
12. Governing Law; Entire Agreement; Severability
This Note is governed by the laws of the State of [Governing law (state)], without regard to its conflict-of-laws rules. It is the entire agreement between the Parties about this loan and supersedes all prior discussions and writings. It may be amended only in a writing signed by Borrower and Lender. If any provision of this Note is held invalid or unenforceable, that provision shall be enforced to the fullest extent permitted and the rest of this Note remains in effect. Time is of the essence.
13. Electronic Signatures; Counterparts
This Note may be signed electronically and in counterparts, each of which is an original and all of which together are one instrument. The electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of execution and delivery. Lender signs below to acknowledge the terms; Borrower’s signature alone makes this Note binding on Borrower.
Signatures
Lender · Borrower