Promissory Note Template Utah

PROMISSORY NOTE (UNSECURED)

DOCUMENT ID: PN-UT-2024-001
EFFECTIVE DATE: [Effective Date]
VERSION: 1.0
GOVERNING JURISDICTION: State of Utah

---

LEGAL DISCLAIMER

This document is provided for informational and drafting purposes only and does not constitute formal legal advice or create an attorney-client relationship. Laws governing negotiable instruments, interest rate caps (usury laws), and contract enforcement vary by jurisdiction and specific factual circumstances. Users should consult with qualified legal counsel in the State of Utah to ensure compliance with the Utah Uniform Commercial Code (UCC) and local statutes prior to execution.

---

1. PARTIES

This Promissory Note (the "Note") is made and entered into as of the Effective Date by and between:

BORROWER: [Borrower Full Legal Name], with a principal address at [Borrower Address] ("Borrower").

LENDER: [Lender Full Legal Name], with a principal address at [Lender Address] ("Lender").

---

2. PROMISE TO PAY

For value received, Borrower promises to pay to the order of Lender the principal sum of [Amount in USD] USD (the "Principal Amount"), together with interest on the unpaid principal balance at the rate of [Interest Rate, e.g., 5]% per annum (the "Interest Rate"), calculated on the basis of a 365-day year.

---

3. PAYMENT TERMS

Borrower shall repay the Principal Amount and accrued interest as follows: (a) Installments: Borrower shall pay $[Installment Amount] on the [Day] day of each month, commencing on [Start Date] and continuing until the Principal Amount and all accrued interest are paid in full. (b) Maturity Date: The entire unpaid balance of the Principal Amount, together with all accrued and unpaid interest, shall be due and payable in full on [Maturity Date]. (c) Application of Payments: All payments made hereunder shall be applied first to accrued interest, then to the reduction of the Principal Amount.

---

4. PREPAYMENT

Borrower reserves the right to prepay the outstanding Principal Amount in whole or in part at any time without penalty. Any such prepayment shall be applied to the final installment(s) due under this Note unless otherwise agreed in writing by the Lender.

---

5. DEFAULT AND ACCELERATION

If any payment due under this Note is not paid within [Number, e.g., 10] days of its due date, or if Borrower files for bankruptcy, becomes insolvent, or commits a material breach of any obligation herein, Lender may, at its option, declare the entire unpaid Principal Amount, plus all accrued interest, immediately due and payable without notice or demand.

---

6. LATE FEES AND COLLECTION COSTS

If any payment is not received within [Number] days of the due date, Borrower shall pay a late fee of $[Amount] to cover administrative costs. In the event of default, Borrower shall pay all costs of collection, including reasonable attorney’s fees and court costs incurred by Lender in enforcing this Note, whether or not litigation is initiated.

---

7. GOVERNING LAW AND VENUE

This Note shall be governed by, construed, and enforced in accordance with the laws of the State of Utah. Any legal action arising out of or relating to this Note shall be instituted exclusively in the state or federal courts located in [County Name] County, Utah.

---

8. WAIVERS

Borrower waives presentment for payment, notice of dishonor, protest, and notice of protest. No failure or delay by Lender in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise.

---

9. SEVERABILITY

If any provision of this Note is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

---

10. ENTIRE AGREEMENT

This Note constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, or representations, whether written or oral. This Note may not be amended except by a written instrument signed by both Borrower and Lender.

---

EXECUTION AND SIGNATURE BLOCKS

FOR [BORROWER NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

FOR [LENDER NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

---

STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Customization: Open this document in a word processor. Replace all bracketed text (e.g., [Amount in USD]) with specific project data. Ensure the Interest Rate complies with Utah Code Title 15 (Interest).
2. Review: Have both parties verify that the payment schedule is feasible.
3. Signatory Authority: Ensure the individual signing for any entity (Corporation/LLC) has the express legal authority to bind the entity. Request a Resolution of the Board or Operating Agreement excerpt if necessary.
4. Execution:
   • Digital: Use a platform like DocuSign or Adobe Sign to capture legally binding electronic signatures and an audit trail.
   • Wet Ink: If signing in hard copy, use blue ink. Initial each page at the bottom right corner to prevent page substitution.
5. Record Retention: Both parties should maintain a fully executed original (digital or physical) in a secure location for at least seven (7) years following the final maturity date for tax and audit purposes.
6. Notarization: While not strictly required for a simple Promissory Note under Utah law, having the signatures notarized (an "Acknowledgment") is highly recommended to provide evidence of the identity of the signers, which is critical if the note ever requires judicial enforcement.