Promissory Note Template Florida Pdf

PROMISSORY NOTE AND LOAN AGREEMENT

Document ID: PN-FL-2024-990
Effective Date: [Effective Date]
Version: 1.0.4-FL
Governing Jurisdiction: State of Florida

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

NOTICE TO BORROWER: THIS IS A LEGALLY BINDING INSTRUMENT. UNDER FLORIDA LAW (FLORIDA STATUTES CHAPTER 201), A DOCUMENTARY STAMP TAX IS DUE ON THIS PROMISSORY NOTE AT THE RATE OF $0.35 PER $100 (OR FRACTION THEREOF) OF THE INDEBTEDNESS. THE RESPONSIBILITY FOR PURCHASING AND AFFIXING THE REQUIRED DOCUMENTARY STAMPS TO THE ORIGINAL OF THIS NOTE LIES WITH THE BORROWER. FAILURE TO COMPLY WITH FLORIDA TAX LAWS MAY RENDER THIS INSTRUMENT UNENFORCEABLE IN A FLORIDA COURT OF LAW.

DISCLAIMER: THIS DOCUMENT IS PROVIDED FOR INFORMATIONAL PURPOSES AND DOES NOT CONSTITUTE LEGAL ADVICE. THE PARTIES ARE STRONGLY ADVISED TO CONSULT WITH QUALIFIED COUNSEL LICENSED IN THE STATE OF FLORIDA TO ENSURE COMPLIANCE WITH THE FLORIDA CONSUMER FINANCE ACT (CHAPTER 516) AND USURY STATUTES (CHAPTER 687).

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2. PARTIES & RECITALS

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

LENDER: [Company Full Legal Name], a [State of Incorporation] [Entity Type, e.g., Corporation/LLC], located at [Principal Address] (hereinafter "Lender").

BORROWER: [Client/Individual Full Legal Name], [a/an] [Entity Type/Individual] residing/located at [Principal Address] (hereinafter "Borrower").

RECITALS: Borrower desires to borrow from Lender the principal sum of $[Amount in USD] (the "Principal") for the purposes of [Purpose of Loan/Capital Infusion]. Lender agrees to extend such credit to Borrower subject to the terms and conditions set forth in this Note.

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

3.1 Promise to Pay and Repayment Terms

For value received, Borrower hereby unconditionally promises to pay to the order of Lender the Principal sum of [Amount in Words] Dollars ($[Amount in USD]), together with interest accrued on the unpaid principal balance at a rate of [Interest Rate, e.g., 8%]% per annum (the "Interest Rate"). All payments shall be made in lawful money of the United States.

Repayment shall occur via:

• [Option A: Installments] Monthly payments of $[Monthly Amount] commencing on [Start Date] and continuing until the Maturity Date.
• [Option B: Balloon] A single lump-sum payment of the full Principal plus accrued interest due on [Maturity Date].

3.2 Scope of Services and Engagement

While this instrument primarily governs a debt obligation, the parties acknowledge that this Note may be issued in conjunction with professional services. Lender agrees to provide [Description of Services, if applicable] to Borrower as part of the broader commercial engagement. Any failure by Lender to perform such services shall not alleviate Borrower's obligation to repay the Principal and Interest unless expressly agreed upon in writing.

3.3 Compensation & Payment Terms

All payments shall be applied first to accrued interest and then to the Principal balance. If any payment is more than [Number] days late, Borrower shall pay a late fee of [Late Fee Amount/Percentage] in accordance with Florida Statute § 687.03. Borrower agrees to provide Lender with a monthly statement of financial condition upon request until the Note is satisfied.

3.4 Term and Termination

This Note shall remain in effect from the Effective Date until the Principal and all accrued interest are paid in full (the "Term"). Lender may terminate the extension of credit and demand immediate payment ("Acceleration") upon the occurrence of a "Default Event," including: (i) failure to pay any sum when due; (ii) insolvency or bankruptcy of Borrower; or (iii) breach of any representation or warranty herein. Borrower may terminate this Note only by paying the outstanding balance in full.

3.5 Intellectual Property Ownership & Work Made for Hire

To the extent that this Note relates to services rendered, Borrower acknowledges that all results and proceeds of Lender’s services, including without limitation all data, inventions, and copyrightable material, are "work made for hire" as defined under the U.S. Copyright Act. If for any reason such works do not constitute "work made for hire," Lender hereby assigns all right, title, and interest in such IP to Borrower, contingent upon the full repayment of this Note.

3.6 Mutual Confidentiality & Non-Disclosure

Both parties agree to hold in strict confidence the terms of this Note and any proprietary business information exchanged during the Term. "Confidential Information" shall not include information that is publicly known or independently developed. This obligation survives the termination of the Note for a period of [Number, e.g., 3] years.

3.7 Representations & Warranties

Borrower represents and warrants that: (i) it has the legal authority to execute this Note; (ii) the execution of this Note does not violate any existing agreements; and (iii) the loan is for business or commercial purposes (if applicable) and not for personal, family, or household purposes, thereby falling under commercial usury exemptions where applicable.

3.8 Limitation of Liability & Indemnification

Lender’s total liability for any claim arising out of this Note shall not exceed the total amount of interest paid by Borrower under this Note. Borrower agrees to indemnify, defend, and hold Lender harmless from any and all claims, losses, or damages arising from Borrower's use of the Loan funds or any breach of the terms contained herein.

3.9 Dispute Resolution & Arbitration

Any dispute, claim, or controversy arising out of or relating to this Note shall be settled by binding arbitration in [County], Florida, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

3.10 Governing Law & Jurisdiction

This Note shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in [County], Florida.

3.11 Usury Savings Clause

It is the intent of the parties to comply with Florida Usury Laws. If any interest or other charge is found to exceed the maximum amount permitted by law, such charge shall be deemed reduced to the maximum amount permitted, and any excess amounts already collected shall be applied to the reduction of the Principal.

3.12 Miscellaneous

• Severability: If any provision is held invalid, the remainder of the Note remains in force.
• Counterparts: This Note may be executed in counterparts, including electronic signatures.
• Entire Agreement: This Note constitutes the entire agreement between the parties regarding the loan and supersedes all prior discussions.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties have executed this Promissory Note as of the Effective Date.

FOR THE LENDER [COMPANY NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR THE BORROWER [CLIENT/INDIVIDUAL NAME]:

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

NOTARY ACKNOWLEDGMENT (State of Florida) STATE OF FLORIDA
COUNTY OF [County Name]
The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization, this ____ day of [Month], 20__, by [Name of Person Signing], who is personally known to me or who has produced [Type of Identification] as identification.

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Notary Public, State of Florida

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation: Open this document in Microsoft Word or Google Docs. Use the "Find and Replace" function to locate all bracketed text (e.g., [Principal Address]) and input the specific deal terms.
2. Florida Documentary Stamp Tax: Calculate the tax ($0.35 per $100 of principal). Visit the Florida Department of Revenue website to pay the tax. Record the transaction number or affix physical stamps to the printed original.
3. Authority Verification: Ensure the individual signing for a corporation or LLC has the legal authority to bind the entity (check the Operating Agreement or Bylaws).
4. Digital Execution: If using DocuSign or Adobe Sign, ensure the "Audit Trail" feature is enabled to prove the date, time, and IP address of the signatories.
5. Notarization: Although Florida law allows for un-notarized notes, having the document notarized (as provided above) makes the document "self-authenticating" under Florida Evidence Code § 90.902, significantly simplifying enforcement in court.
6. Retention: The Original physical note is a negotiable instrument. The Lender must hold the original in a secure location (e.g., a fireproof safe). In Florida, if the Lender loses the original note, they may be required to post a bond to enforce the debt in court.
7. Performance: Set calendar reminders for installment dates or the Maturity Date to avoid unintentional default.