Promissory Note Template Printable

UNCONDITIONAL PROMISSORY NOTE & DEBT REPAYMENT AGREEMENT

DOCUMENT ID: PN-DEBT-INST-2024-001 EFFECTIVE DATE: [Effective Date] VERSION: 2.1 (Institutional Grade) GOVERNING JURISDICTION: State of [State/Province]

---

STATUTORY & LEGAL COMPLIANCE NOTICE

NOTICE TO BORROWER: This is a legally binding instrument. Do not sign this document without reading it in its entirety. This document constitutes an unconditional promise to pay a sum certain in money. Laws regarding usury (maximum interest rates) and debt collection vary by jurisdiction. Both parties represent that they have had the opportunity to seek independent legal and tax counsel prior to execution. The use of this template does not create an attorney-client relationship.

---

1. PARTIES AND RECITALS

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

BORROWER: [Borrower Full Legal Name], [a/an] [Individual / Corporation / LLC] with a principal address of [Principal Address of Borrower] (hereinafter referred to as the "Borrower").

LENDER: [Lender Full Legal Name], [a/an] [Individual / Corporation / LLC] with a principal address of [Principal Address of Lender] (hereinafter referred to as the "Lender").

RECITALS: WHEREAS, the Borrower desires to borrow from the Lender the principal sum of $[Amount in USD] (the "Principal Amount"); and WHEREAS, the Lender is willing to lend the Principal Amount to the Borrower subject to the terms and conditions set forth in this Note.

---

2. PROMISE TO PAY

FOR VALUE RECEIVED, Borrower hereby unconditionally and irrevocably promises to pay to the order of Lender, at the Lender’s address specified above or at such other place as the Lender may designate in writing, the Principal Amount of $[Amount in USD], together with interest and all other fees, costs, and expenses as provided in this Note.

---

3. OPERATIVE CLAUSES & LEGAL TERMS

3.1 Interest Rate & Calculation

The unpaid Principal Amount shall accrue interest from the Effective Date at a rate of [Interest Rate, e.g., 5%] per annum (the "Note Rate"), compounded [Annually/Monthly]. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Notwithstanding any provision to the contrary, the interest rate shall never exceed the maximum rate permitted by the laws of the Governing Jurisdiction.

3.2 Payment Terms & Milestones

Borrower shall repay the Principal Amount and accrued interest as follows:

• Repayment Schedule: [e.g., Equal monthly installments of $X beginning on Date / One-time lump sum payment on Maturity Date].
• Maturity Date: The entire unpaid Principal Amount and all accrued and unpaid interest shall be due and payable in full on [Maturity Date].
• Application of Payments: Payments shall be applied first to the costs of collection (if any), second to accrued and unpaid interest, and the remainder to the Principal Amount.

3.3 Prepayment

The Borrower reserves the right to prepay this Note, in whole or in part, at any time without penalty or premium. Any partial prepayment shall be applied against the Principal Amount and shall not postpone the due date of any subsequent payments.

3.4 Scope of Services / Underlying Engagement

If this Note is executed in connection with a service agreement (the "Engagement"), the Borrower acknowledges that the Principal Amount represents debt incurred for [Description of Services, e.g., Professional Consulting / Asset Purchase]. The failure of the underlying Engagement shall not excuse the Borrower’s obligation to repay the Principal Amount under this Note.

3.5 Intellectual Property Ownership & Work Made for Hire

If the debt represented by this Note is related to the creation of intellectual property:

• Ownership: Any work, ideas, or products created by the Lender for the Borrower during the term of the Engagement shall be considered "Work Made for Hire" as defined under 17 U.S.C. § 101.
• Assignment: To the extent such work is not deemed a "Work Made for Hire," the Lender hereby irrevocably assigns all rights, title, and interest in such IP to the Borrower, effective only upon the full and final payment of all sums due under this Note.

3.6 Default and Acceleration

An "Event of Default" shall occur if: (a) Borrower fails to pay any installment within [Number] days of its due date; (b) Borrower becomes insolvent or files for bankruptcy; or (c) Borrower breaches any other material provision of this Note. Upon an Event of Default, the Lender may, at its sole option, declare the entire unpaid Principal Amount and all accrued interest immediately due and payable without further notice or demand.

3.7 Late Interest & Costs of Collection

Any payment not made within [Number] days of the due date shall bear a late fee of [Amount or %]. In the event of default, Borrower agrees to pay all costs of collection, including, without limitation, reasonable attorneys’ fees and court costs.

3.8 Mutual Confidentiality & Non-Disclosure

The parties agree to keep the financial terms of this Note confidential, except as required: (a) by law; (b) to enforce the terms of this Note; or (c) for tax and accounting purposes. Neither party shall disclose the proprietary business practices of the other party discovered during the term of this Note.

3.9 Representations & Warranties

The Borrower represents and warrants that: (a) they have the full legal capacity and authority to execute this Note; (b) this Note constitutes a legal, valid, and binding obligation; and (c) the execution of this Note does not violate any existing agreement with third parties.

3.10 Limitation of Liability & Indemnification

In no event shall Lender be liable for any indirect, special, or consequential damages arising out of this Note. Borrower agrees to indemnify and hold Lender harmless from any claims, losses, or expenses resulting from Borrower's breach of representations or warranties herein.

3.11 Dispute Resolution & Arbitration

Any dispute arising out of or relating to this Note shall be resolved through binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association (AAA). The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

3.12 Governing Law & Jurisdiction

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

3.13 Miscellaneous Provisions

• Severability: If any provision is held unenforceable, the remainder of the Note remains in effect.
• Counterparts: This Note may be executed in counterparts, including electronic signatures.
• Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior negotiations or understandings.
• Amendments: No amendment shall be valid unless made in writing and signed by both parties.

---

4. EXECUTION & FORMAL SIGNATURE BLOCKS

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

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

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

---

5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Field Completion: Open this document in Microsoft Word, Google Docs, or a Markdown editor. Use the [Find and Replace] function to locate and fill all bracketed information (e.g., [Amount in USD], [Effective Date]). Ensure all legal names match government-issued identification or business registration filings.
2. Verify Interest Rates: Cross-reference the [Interest Rate] against your state’s usury laws to ensure the rate is legally enforceable. For most commercial loans, 5%–10% is standard; for personal loans, check local caps.
3. Signatory Authority: If signing on behalf of a company, ensure the "Title" field is filled (e.g., CEO, Managing Member) to demonstrate authority to bind the entity.
4. Execution via Digital Signature:
   • Upload the finalized document to DocuSign, Adobe Sign, or PandaDoc.
   • Assign signature fields to both Borrower and Lender.
   • Once executed, the platform will generate a "Certificate of Completion" with time-stamps and IP addresses.
5. Notarization (Recommended): While not always strictly required for a promissory note, having the Borrower’s signature notarized prevents future claims of forgery or lack of capacity.
6. Record Retention: Store the original signed PDF in a secure cloud environment. The Lender should retain the "wet ink" original (if signed physically) in a fireproof safe, as it is a negotiable instrument.
7. Amortization Tracking: Maintain a separate ledger or spreadsheet to track every payment received, the date received, and the breakdown of interest vs. principal. Provide a copy to the Borrower upon request.