Promissory Note Template Ny

PROMISSORY NOTE (SECURED/UNSECURED)

Document ID: PN-NY-[YYYYMMDD]-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of New York

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LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is provided for informational and template purposes only and does not constitute formal legal advice or the establishment of an attorney-client relationship. New York law regarding promissory notes, specifically concerning usury limits (N.Y. Gen. Oblig. Law § 5-501) and the enforceability of confession of judgment, is highly nuanced. Parties should consult with qualified New York counsel to ensure compliance with current statutory requirements, including specific interest rate limitations and disclosure mandates under the New York Commercial Finance Disclosure Law.

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1. PARTIES AND RECITALS

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] (the “Borrower”); and

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

RECITALS: WHEREAS, the Borrower desires to borrow from the Lender, and the Lender desires to lend to the Borrower, the principal sum of [Amount in USD] (the “Principal Amount”), subject to the terms and conditions set forth herein.

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2. PROMISE TO PAY

For value received, the Borrower promises to pay to the order of the Lender the Principal Amount, together with interest on the unpaid Principal Amount at the rate of [Interest Rate]% per annum (the “Interest Rate”), calculated on the basis of a 365-day year.

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3. PAYMENT TERMS

(a) Repayment Schedule: The Borrower shall repay the Principal Amount and accrued interest in [Number of Installments] consecutive [Monthly/Quarterly] installments of $[Installment Amount], commencing on [First Payment Date] and continuing on the [Day] of each month thereafter until [Maturity Date] (the “Maturity Date”), at which time the entire remaining balance of the Principal Amount and all accrued but unpaid interest shall be immediately due and payable.

(b) Method of Payment: All payments shall be made in lawful currency of the United States of America via wire transfer, ACH, or check to the account designated by the Lender in writing.

(c) Application of Payments: Payments shall be applied first to accrued interest, then to the reduction of the Principal Amount.

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4. PREPAYMENT

The Borrower reserves the right to prepay the Principal Amount in whole or in part at any time without penalty or premium. Any partial prepayment shall not postpone the due date of any subsequent payment unless otherwise agreed in writing by the Lender.

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5. DEFAULT AND ACCELERATION

(a) Events of Default: The occurrence of any of the following shall constitute an "Event of Default": (i) Failure to pay any amount due under this Note within [Number] days of its due date; (ii) The insolvency of the Borrower; (iii) The filing of a bankruptcy petition by or against the Borrower.

(b) Acceleration: Upon the occurrence of an Event of Default, the Lender may, at its option, declare the entire unpaid Principal Amount and all accrued interest immediately due and payable, without presentment, demand, protest, or notice of any kind, all of which are expressly waived by the Borrower.

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6. LATE FEES AND INTEREST

If any payment is not received within [Number] days after its due date, the Borrower shall pay a late charge of [Percentage]% of the overdue amount. Any amount not paid when due shall accrue interest at the lesser of [Interest Rate + X]% or the maximum rate permitted by New York law (the "Default Rate").

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7. GOVERNING LAW AND DISPUTE RESOLUTION

(a) Governing Law: This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws principles.

(b) Jurisdiction: The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in [County Name] County, New York, for any dispute arising out of this Note.

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8. MISCELLANEOUS

(a) Severability: If any provision of this Note is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

(b) Entire Agreement: This Note constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements or understandings, whether oral or written.

(c) Amendments: No amendment, modification, or waiver of any provision of this Note shall be effective unless in writing and signed by both parties.

(d) Waiver: No failure or delay by the Lender in exercising any right under this Note shall operate as a waiver thereof.

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9. EXECUTION

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

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

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10. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization: Use Ctrl+F (or Cmd+F) in your word processor to locate all bracketed items (e.g., [Amount in USD]). Replace these with precise data. Ensure dates conform to the format Month DD, YYYY.
2. Authority Verification: Before signing, verify that the individual signing on behalf of a company has corporate authority (e.g., check the Company’s Bylaws or an Officer’s Certificate).
3. Usury Check: New York imposes strict criminal and civil usury caps. Ensure your interest rate does not exceed 16% per annum for personal loans, or verify if the transaction qualifies for the business loan exemption (N.Y. Gen. Oblig. Law § 5-501(6)).
4. Execution: Use a secure e-signature platform such as DocuSign or Adobe Sign to maintain a digital audit trail (Certificate of Completion).
5. Record Retention: Maintain the original signed Note in a secure, fireproof location or a centralized digital contract repository (e.g., Ironclad, NetDocuments) for the duration of the term plus the relevant statute of limitations period (typically 6 years for breach of contract in NY).