Promissory Note Template Google Docs

SECURED PROMISSORY NOTE AND REPAYMENT AGREEMENT

Document ID: PN-REPAY-[YYYY]-[SEQUENCE]
Effective Date: [Date]
Version: 2024.1.0
Governing Jurisdiction: [State/Province], [Country]

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STATUTORY & LEGAL COMPLIANCE NOTICE

IMPORTANT LEGAL NOTICE: THIS IS A BINDING LEGAL INSTRUMENT. THE UNDERSIGNED IS ADVISED TO CONSULT WITH INDEPENDENT LEGAL COUNSEL AND A TAX PROFESSIONAL BEFORE EXECUTION. THIS DOCUMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND A WAIVER OF JURY TRIAL. LENDERS MUST ENSURE THE STATED INTEREST RATE COMPLIES WITH APPLICABLE STATE USURY LAWS. THE USE OF THIS TEMPLATE DOES NOT CONSTITUTE THE RENDERING OF LEGAL ADVICE BY THE PROVIDER.

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1. PARTIES & RECITALS

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

MAKER / BORROWER: [Company Full Legal Name], a [Entity Type, e.g., Delaware Corporation], located at [Principal Address] (hereinafter referred to as "Borrower").

PAYEE / LENDER: [Client/Lender Full Legal Name], a [Entity Type/Individual], located at [Principal Address] (hereinafter referred to as "Lender").

RECITALS: WHEREAS, Borrower has requested that Lender provide a loan or extend credit in the principal amount of $[Amount in USD] (the "Principal") for [Purpose, e.g., working capital / payment for services rendered]; and

WHEREAS, Lender is willing to provide such credit extension subject to the terms and conditions set forth in this Note, including specific provisions regarding the scope of services, intellectual property, and repayment obligations.

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2. OPERATIVE CLAUSES & LEGAL TERMS

2.1. LOAN TERMS AND REPAYMENT

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

Repayment shall be made according to the following schedule: (a) Maturity Date: The entire unpaid Principal and accrued Interest shall be due and payable on [Maturity Date]. (b) Installments: [e.g., Monthly payments of $X starting on Y Date]. (c) Prepayment: Borrower may prepay this Note in whole or in part at any time without penalty or premium.

2.2. SCOPE OF SERVICES / ENGAGEMENT

In consideration for the extension of credit or as the underlying basis for this debt, the parties agree that [Lender/Borrower] shall perform the following services (the "Services"): [Exhaustive description of services or reference to Exhibit A]. All Services shall be performed with professional diligence and in accordance with industry standards.

2.3. COMPENSATION & PAYMENT TERMS

Borrower shall pay Lender in accordance with the milestones or invoicing schedule set forth herein. Late payments shall accrue interest at the lesser of [Number]% per month or the maximum rate permitted by law. Borrower shall be responsible for all costs of collection, including reasonable attorneys' fees, should Borrower fail to satisfy the obligations hereunder.

2.4. TERM & TERMINATION

This Note shall remain in effect until all Principal, Interest, and fees are paid in full. This agreement may be terminated for cause if either party materially breaches their obligations and fails to cure such breach within [Number, e.g., 15] days of written notice. Termination for convenience is [Permitted/Not Permitted] with [Number] days’ notice, provided that all outstanding debt is accelerated and paid immediately upon such termination.

2.5. INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

To the extent this Note relates to the creation of work product, Borrower and Lender agree that all materials, inventions, and work product developed under the Scope of Services (the "Work Product") shall be considered a "work made for hire" as defined by the Copyright Act. Lender (or the designated creator) hereby irrevocably assigns and transfers to the paying party all right, title, and interest in and to the Work Product, including all copyrights, patents, and trademarks therein, effective upon full payment of the Principal and Interest.

2.6. MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

The parties agree to hold in strict confidence all non-public information disclosed during the term of this Note ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without prior written consent, except as required by law. This obligation shall survive the repayment of the Note for a period of [Number, e.g., 3] years.

2.7. REPRESENTATIONS & WARRANTIES

Each party represents and warrants that: (i) they have the full legal right and authority to enter into this Note; (ii) the execution and delivery of this Note has been duly authorized; and (iii) the Note constitutes a legal, valid, and binding obligation enforceable in accordance with its terms.

2.8. LIMITATION OF LIABILITY & INDEMNIFICATION

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, or consequential damages. Borrower shall indemnify, defend, and hold harmless Lender from any and all claims, losses, or liabilities arising out of Borrower’s breach of this Note or the gross negligence of Borrower’s agents.

2.9. 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 seat of arbitration shall be [City, State]. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

2.10. GOVERNING LAW & JURISDICTION

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

2.11. MISCELLANEOUS PROVISIONS

(a) Severability: If any provision is held unenforceable, the remainder of the Note shall remain in effect.
(b) Entire Agreement: This Note constitutes the entire agreement between the parties and supersedes all prior discussions.
(c) Counterparts: This Note may be executed in counterparts, including by electronic signature.
(d) Amendments: Any modification must be in writing and signed by both parties.

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3. EXECUTION & FORMAL SIGNATURE BLOCKS

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

FOR [BORROWER / COMPANY NAME]:

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

FOR [LENDER / CLIENT / COUNTERPARTY]:

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

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4. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation in Google Docs:

   • Copy the text above and paste it into a new Google Doc.
   • Use Ctrl+H (or Cmd+F > Find and Replace) to locate all brackets [...].
   • Enter specific data: Names, Dates, Principal Amount, and Interest Rates. Ensure the Interest Rate does not exceed the usury cap in your jurisdiction.

2. Verification of Authority:

   • Ensure the person signing for a Company is a legally authorized officer (e.g., CEO, CFO, Managing Member).
   • Request a "Certificate of Good Standing" or "Articles of Incorporation" if the loan amount is significant.

3. Digital Execution:

   • Export the finalized Google Doc to PDF (File > Download > PDF Document).
   • Upload the PDF to a Qualified Electronic Signature (QES) platform such as DocuSign, Adobe Sign, or PandaDoc.
   • Assign signature tags to the fields in Section 3.

4. Notarization (Optional but Recommended):

   • For high-value Promissory Notes, execute the document in the presence of a Notary Public to prevent "denial of signature" defenses.

5. Record Retention:

   • Store the fully executed PDF in a secure corporate repository (e.g., Google Drive Vault, Box, or physical fireproof safe).
   • Lender should maintain a "Payment Ledger" tracking every payment made against this Note to verify the remaining balance at any time.

6. Filing (UCC-1):

   • If this Note is "Secured" by collateral (e.g., equipment, IP, or inventory), Lender should file a UCC-1 Financing Statement with the Secretary of State in the Borrower's jurisdiction to perfect the security interest.