Promissory Note Template Google Docs

PROMISSORY NOTE (UNSECURED)

DOCUMENT CONTROL & METADATA

• Document ID: PN-LGL-2024-001
• Effective Date: [Effective Date]
• Version: 1.0 (Standard Institutional)
• Governing Jurisdiction: [State/Province], [Country]

---

STATUTORY & LEGAL COMPLIANCE NOTICE

ATTENTION: This document is a legally binding financial instrument. It has been drafted for general institutional use. Laws regarding usury (maximum interest rates), late fees, and debt collection vary significantly by jurisdiction. Users are advised that specific state or provincial statutes (e.g., California Civil Code, NY UCC) may supersede or invalidate specific clauses herein if the interest rates exceed statutory ceilings. Consultation with local counsel is recommended prior to execution to ensure compliance with the Fair Debt Collection Practices Act (FDCPA) or equivalent local regulations.

---

1. PARTIES AND RECITALS

THIS PROMISSORY NOTE (the "Note") is entered into as of [Effective Date] (the "Effective Date"), by and between:

BORROWER: [Full Legal Name of Borrower], a [Individual / Type of Entity, e.g., Corporation], with a principal address located at [Principal Address of Borrower] (hereinafter referred to as "Borrower").

LENDER: [Full Legal Name of Lender], a [Individual / Type of Entity, e.g., LLC], with a principal address located at [Principal Address of Lender] (hereinafter referred to as "Lender").

RECITALS: WHEREAS, Borrower desires to borrow from Lender the principal sum of $[Amount in USD] (the "Principal") for [Purpose of Loan, e.g., General Corporate Purposes]; and WHEREAS, Lender agrees to lend said Principal to Borrower subject to the terms and conditions set forth in this Note.

---

2. OPERATIVE CLAUSES & TERMS

2.1 Promise to Pay

For value received, Borrower hereby unconditionally promises to pay to the order of Lender, at the address specified above or at such other place as Lender may designate in writing, the Principal sum of $[Amount in USD], together with interest accrued on the unpaid principal balance at the rate of [Interest Rate, e.g., 5%] per annum, calculated on a [360/365]-day year.

2.2 Compensation & Payment Terms

(a) Payment Schedule: Borrower shall repay the Principal and Interest in [Monthly/Quarterly] installments of $[Installment Amount] commencing on [Start Date] and continuing until [End/Maturity Date]. (b) Maturity: Any remaining unpaid Principal and accrued Interest shall be due and payable in full on [Maturity Date]. (c) Late Interest & Fees: If any payment is not received within [Number, e.g., 5] days of its due date, Borrower shall pay a late fee of $[Amount] and the interest rate shall increase to a "Default Rate" of [Default Interest Rate, e.g., 12%] per annum until the delinquency is cured. (d) Prepayment: Borrower reserves the right to prepay the Note, in whole or in part, at any time without penalty or premium.

2.3 Term and Termination (Default & Cure)

(a) Events of Default: The following shall constitute an "Event of Default": (i) failure to pay any amount due hereunder; (ii) insolvency or bankruptcy filing by Borrower; (iii) any material breach of representations. (b) Cure Period: Upon a non-payment default, Borrower shall have [Number, e.g., 10] business days to cure the default following written notice from Lender. (c) Acceleration: Upon an Event of Default that remains uncured, Lender may, at its sole option, declare the entire unpaid Principal and accrued Interest immediately due and payable without further notice or demand.

2.4 Intellectual Property Ownership & Work Product

To the extent that Borrower provides any data, financial reports, or documentation in connection with this debt obligation, such materials remain the property of Borrower. However, any reports or certifications specifically created for Lender as a condition of this Note are "Work Made for Hire" for the benefit of Lender to the extent necessary for Lender to enforce its rights under this Note. Lender shall retain all rights to the Note itself as a financial instrument.

2.5 Mutual Confidentiality & Non-Disclosure

The Parties agree that the terms of this Note, including the Principal amount and Interest rate, are confidential. Neither Party shall disclose the terms of this Note to any third party, except to their respective legal and financial advisors, or as required by law, without the prior written consent of the other Party.

2.6 Representations & Warranties

(a) Authority: Borrower represents that it has the full legal power and authority to execute this Note and that this Note constitutes a valid and binding obligation enforceable in accordance with its terms. (b) Compliance: Borrower represents that the execution of this Note does not violate any existing agreements or laws to which it is subject.

2.7 Limitation of Liability & Indemnification

In no event shall Lender be liable for any indirect, incidental, or consequential damages arising out of this Note. Borrower agrees to indemnify and hold Lender harmless from any and all claims, losses, or liabilities (including reasonable attorney’s fees) arising out of Borrower's breach of this Note or the use of the Principal funds.

2.8 Dispute Resolution & Arbitration

Any dispute, controversy, or claim arising out of or relating to this Note shall be settled by binding arbitration administered by [AAA / JAMS] in accordance with its Commercial Arbitration Rules. The place of arbitration shall be [City, State]. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to recover its reasonable attorney's fees and costs.

2.9 Governing Law & Jurisdiction

This Note shall be governed by and construed in accordance with the laws of the State/Province of [State/Province], without regard to its conflict of law principles.

2.10 Miscellaneous

(a) Severability: If any provision of this Note is held invalid, the remainder of the Note shall continue in full force and effect. (b) Entire Agreement: This Note constitutes the entire agreement between the Parties and supersedes all prior negotiations or agreements. (c) Counterparts: This Note may be executed in counterparts, including electronic signatures, each of which shall be deemed an original. (d) Amendments: No amendment to this Note shall be effective unless made in writing and signed by both Parties.

---

3. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties have executed this Promissory Note as of the Effective Date first written above.

FOR THE LENDER:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Lender Company Name, if applicable] Date: [Date]

FOR THE BORROWER:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Borrower Company Name, if applicable] Date: [Date]

---

4. STEP-BY-STEP EXECUTION & FILING GUIDE

Step 1: Customization

• Variable Entry: Open this document in Google Docs or Microsoft Word. Use the Ctrl+H (Find and Replace) function to locate all bracketed text [...].
• Jurisdiction Check: Ensure the "Governing Jurisdiction" and "Interest Rate" comply with local usury laws. In the US, check the specific state's maximum allowable interest for non-licensed lenders.

Step 2: Verification of Authority

• Corporate Borrowers: If the Borrower is a company, ensure the individual signing has the legal authority (e.g., via a Board Resolution or Operating Agreement) to bind the company to debt.
• Identity Verification: Lender should verify the Borrower's identity via government-issued ID to prevent fraudulent execution.

Step 3: Digital or Physical Execution

• Digital: Upload the finalized document to DocuSign, Adobe Sign, or PandaDoc. Ensure "Audit Trail" features are enabled to track IP addresses and timestamps of signatures.
• Physical: Print two copies. Both parties sign both copies in ink. A Notary Public is recommended for high-value Principal amounts to prevent future claims of forgery.

Step 4: Record Retention & Filing

• Original Instrument: The Lender must retain the "Original" signed Note (or the digitally certified original). In many jurisdictions, the ability to produce the original Note is required to enforce collection in court.
• Digital Backup: Scan the fully executed document and store it in a secure, encrypted cloud environment (e.g., Google Drive with 2FA enabled).
• Amortization Tracking: Maintain a separate ledger (spreadsheet) to track every payment received, applying it first to late fees, then interest, then principal.