Promissory Note Template Georgia

PROMISSORY NOTE (GEORGIA)

Document ID: GA-PN-2024-V1
Effective Date: [Effective Date]
Version: 1.0.1
Governing Jurisdiction: State of Georgia

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

NOTICE TO BORROWER: This document is a legally binding instrument. This Promissory Note is governed by the laws of the State of Georgia, including the Georgia Uniform Commercial Code (UCC) and O.C.G.A. § 7-4-1 et seq. (Interest and Usury). Borrower is advised to seek independent legal counsel before executing this instrument. In accordance with O.C.G.A. § 13-1-11, specific provisions regarding the collection of attorneys' fees are included herein and require strict adherence to notice requirements for enforceability.

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2. PARTIES & RECITALS

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

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

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

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3. OPERATIVE CLAUSES & LEGAL TERMS

3.1. LOAN TERMS & REPAYMENT

For value received, Borrower promises to pay to the order of Lender, at Lender's principal address or such other place as Lender may designate in writing, the Principal sum of $[Amount in USD], together with interest accruing on the unpaid principal balance at a rate of [Interest Rate]% per annum, compounded [annually/monthly].

3.1.1. Payment Schedule: Repayment shall be made in [Number] equal [monthly/quarterly] installments of $[Installment Amount], commencing on [Start Date] and continuing thereafter until the full amount of Principal and accrued interest is paid in full. 3.1.2. Maturity Date: Any remaining unpaid Principal and accrued interest shall be due and payable in full on [Maturity Date] (the "Maturity Date"). 3.1.3. Prepayment: Borrower reserves the right to prepay the Principal, in whole or in part, at any time without penalty or premium.

3.2. LATE FEES & INTEREST

If any payment required under this Note is not received by Lender within [Number] days of the due date, Borrower shall pay a late fee of $[Amount] or [Percentage]% of the overdue amount, whichever is greater. To the extent permitted by Georgia law, any overdue amount shall bear interest at the maximum rate allowed by law or [Penalty Rate]%, whichever is lower.

3.3. SECURITY (UNSECURED OR SECURED)

[Option A: This Note is unsecured.] [Option B: This Note is secured by a Security Agreement of even date herewith, granting Lender a security interest in [Description of Collateral], pursuant to the Georgia Uniform Commercial Code.]

3.4. DEFAULT AND ACCELERATION

The occurrence of any of the following shall constitute an "Event of Default" under this Note:

1. Borrower's failure to pay any amount due hereunder within [Number] days of the due date.
2. The insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, or the filing of any petition under bankruptcy or insolvency laws.
3. A breach of any representation or warranty made by Borrower herein.

Upon the occurrence of an Event of Default, Lender may, at its sole option and without notice or demand (except as required by law), declare the entire unpaid Principal balance and all accrued interest immediately due and payable.

3.5. ATTORNEYS' FEES AND COLLECTION COSTS

In accordance with O.C.G.A. § 13-1-11, if this Note is collected by or through an attorney after maturity, Borrower agrees to pay, in addition to the Principal and interest, all costs of collection, including fifteen percent (15%) of the first $500.00 of the principal and interest and ten percent (10%) of the amount of the principal and interest in excess of $500.00, or such other reasonable attorneys' fees as may be permitted by Georgia law.

3.6. INTELLECTUAL PROPERTY & CONFIDENTIALITY

3.6.1. Mutual Confidentiality: The Parties agree that the terms of this Note, and any proprietary financial information disclosed during the term of this Note, are "Confidential Information." Neither party shall disclose Confidential Information to any third party without prior written consent, except as required by law or to professional advisors under a duty of confidentiality. 3.6.2. No IP Transfer: Nothing in this Note shall be construed as granting or transferring any intellectual property rights from one party to the other.

3.7. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants that:

1. Borrower has the full power, capacity, and authority to execute and deliver this Note.
2. The execution and delivery of this Note do not conflict with or result in a breach of any other agreement to which Borrower is a party.
3. This Note constitutes a valid and binding obligation of Borrower, enforceable in accordance with its terms.

3.8. LIMITATION OF LIABILITY & INDEMNIFICATION

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

3.9. DISPUTE RESOLUTION & ARBITRATION

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

3.10. MISCELLANEOUS PROVISIONS

3.10.1. Severability: If any provision of this Note is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 3.10.2. Governing Law: This Note shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles. 3.10.3. Entire Agreement: This Note constitutes the entire agreement between the Parties and supersedes all prior negotiations or agreements. 3.10.4. Waiver: No waiver of any provision of this Note shall be effective unless in writing and signed by Lender. 3.10.5. Successors and Assigns: This Note shall be binding upon Borrower and its successors and permitted assigns, and shall inure to the benefit of Lender and its successors and assigns.

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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 Legal Name, if applicable]
Date: [Date]

FOR THE LENDER:

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

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation: Open the document in Microsoft Word or Google Docs. Use the "Find and Replace" function (Ctrl+H) to locate all bracketed fields (e.g., [Amount in USD]) and input the specific deal terms.
2. Verification of Capacity: If Borrower is a legal entity (LLC or Corporation), ensure the individual signing has the requisite corporate authority (e.g., Authorized Member, CEO).
3. Georgia Interest Rates: Confirm the interest rate does not exceed Georgia's usury limits. Under O.C.G.A. § 7-4-2, for loans of $250,000 or less, the parties may agree on any rate not exceeding 16% per annum (unless the loan is for certain commercial purposes exceeding $3,000). For loans over $250,000, there is generally no cap.
4. Execution:
   • Physical: Print two copies. Both parties should sign in blue or black ink.
   • Digital: Use DocuSign or Adobe Sign to ensure a "Digital Audit Trail" is created, including IP addresses and timestamps.
5. Notice Requirement (O.C.G.A. § 13-1-11): If the Borrower defaults, the Lender must send a written notice to the Borrower stating that they have ten (10) days from the receipt of the notice to pay the principal and interest without being liable for the statutory attorneys' fees.
6. Record Retention: The original signed Note should be held by the Lender. The Borrower should receive a fully executed copy. Store the document in a secure fireproof safe or an encrypted cloud document management system (DMS).
7. UCC Filing (If Secured): If this Note is secured by collateral (Option B in Section 3.3), file a UCC-1 Financing Statement with the Georgia Superior Court Clerks' Cooperative Authority (GSCCCA) to perfect the security interest.