Promissory Note Template Ohio

COMMERCIAL PROMISSORY NOTE

Document ID: PN-OH-202X-01
Effective Date: [Effective Date]
Governing Jurisdiction: State of Ohio
Version: 4.2 (Institutional Grade)

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is an institutional-grade legal template drafted under the laws of the State of Ohio, including relevant provisions of the Ohio Revised Code (O.R.C.), including Uniform Commercial Code (UCC) Article 3 governing negotiable instruments. Financial and commercial lending transactions carry complex legal, tax, and regulatory implications. Parties should consult qualified legal counsel and tax professionals licensed in the State of Ohio prior to execution to ensure alignment with specific commercial terms, lending regulations, and usury limits.

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2. PARTIES & RECITALS

MAKER (Borrower):
[Borrower Full Legal Name], having a principal place of residence or registered address at [Borrower Principal Address] ("Maker").

HOLDER (Lender):
[Lender Full Legal Name], having a principal place of residence or registered office at [Lender Principal Address] ("Holder").

RECITALS:
WHEREAS, Maker desires to borrow from Holder, and Holder desires to lend to Maker, the principal sum of [Amount in USD] United States Dollars ($[Numeric Amount]), upon the terms and conditions set forth herein; and
WHEREAS, Maker acknowledges receipt of good and valuable consideration, the sufficiency of which is hereby acknowledged, and executes this Promissory Note (the "Note") to evidence such indebtedness.

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

Section 1. Principal Amount and Interest Rate

1.1 Principal Sum: For value received, Maker promises to pay to the order of Holder the principal sum of [Amount in USD] United States Dollars ($[Numeric Amount]), together with interest accrued thereon calculated in accordance with the terms of this Note.
1.2 Interest Rate: Interest shall accrue on the unpaid principal balance hereof from the Effective Date at the rate of [Interest Rate]% per annum, computed on the basis of a 365-day year and the actual number of days elapsed, or the maximum rate permitted by applicable Ohio law, whichever is less.
1.3 Default Interest: Upon the occurrence of any Event of Default (as defined herein), and without notice or demand, the applicable interest rate on the unpaid principal balance shall immediately increase to the maximum rate permitted under Ohio law (the "Default Rate"), and shall continue to accrue until all defaults are fully cured.

Section 2. Repayment Terms and Schedule

2.1 Maturity Date: The entire outstanding principal balance of this Note, together with all accrued and unpaid interest and any other charges or fees due hereunder, shall be due and payable in full on [Maturity Date] (the "Maturity Date"), unless accelerated earlier pursuant to the terms of this Note.
2.2 Installment Payments: Maker shall pay to Holder the sum of [Installment Amount] United States Dollars ($[Numeric Installment Amount]) on the [Day of Month] day of each consecutive calendar month, commencing on [First Payment Date], and continuing until the Maturity Date, at which time the remaining balance, if any, is due in full.
2.3 Application of Payments: All payments made hereunder shall be applied first to the payment of any late charges or collection costs, second to accrued and unpaid interest, and third to the reduction of the principal balance.
2.4 Method of Payment: All payments shall be made in lawful money of the United States of America in immediately available funds, delivered to Holder at Holder’s address set forth herein, or via electronic wire transfer to an account designated in writing by Holder. If any payment falls due on a Saturday, Sunday, or legal holiday in Ohio, such payment shall be made on the next succeeding business day.

Section 3. Prepayment Privileges

Maker may, at any time and without premium or penalty, prepay all or any portion of the principal balance outstanding under this Note, provided that any partial prepayment shall be accompanied by all accrued and unpaid interest on the amount prepaid. All prepayments shall be applied to the principal installments in the inverse order of their maturity.

Section 4. Events of Default

The occurrence of any one or more of the following events shall constitute an "Event of Default" under this Note: 4.1 Failure to Pay: Maker fails to pay any principal, interest, or other amount due under this Note within [Number of Days, e.g., 10] days of the date when due.
4.2 Insolvency and Bankruptcy: Maker commences any voluntary proceeding under bankruptcy, insolvency, reorganization, dissolution, or liquidation laws; or has filed against it any involuntary bankruptcy or insolvency petition which is not dismissed within sixty (60) days; or makes an assignment for the benefit of creditors.
4.3 Breach of Covenants: Maker fails to observe or perform any other covenant, obligation, or agreement contained in this Note or any related security agreement and fails to cure such breach within thirty (30) days following written notice thereof from Holder.
4.4 Misrepresentation: Any representation or warranty made by Maker in connection with this Note proves to have been materially false or misleading when made.

Section 5. Acceleration and Remedies upon Default

5.1 Acceleration: Upon the occurrence of any Event of Default, Holder may, at its sole option and without notice or demand (each of which is expressly waived by Maker), declare the entire unpaid principal balance of this Note, together with all accrued interest and all other sums due hereon, immediately due and payable.
5.2 Cumulative Remedies: The remedies of Holder provided herein shall be cumulative and concurrent, and may be pursued singly, successively, or together against Maker, any guarantor, or any collateral, at the sole discretion of Holder. Failure of Holder to exercise any right or remedy shall not constitute a waiver thereof.
5.3 Cost of Collection and Enforcement: If this Note is placed in the hands of an attorney for collection after default, or if it is collected through any legal proceeding, bankruptcy, or probate court, Maker promises to pay all reasonable costs of collection, including, without limitation, reasonable attorneys' fees and court costs incurred by Holder.

Section 6. Waivers and Consents

Maker, and any endorsers, sureties, and guarantors hereof, jointly and severally waive presentment for payment, demand, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices or demands of any kind, and consent to any and all renewals, extensions, modifications, or releases of collateral, or indulgences granted by Holder with respect to this Note, without releasing or affecting their liability hereon.

Section 7. Security

This Note [Choose one: is unsecured / is secured by a separate Security Agreement of even date herewith / is secured by collateral described as: Insert Collateral Description].

Section 8. Miscellaneous Provisions

8.1 Severability: If any provision of this Note is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.
8.2 Amendments and Waivers: No modification, amendment, or waiver of any provision of this Note shall be effective unless set forth in a writing signed by both Maker and Holder.
8.3 Binding Effect: This Note shall be binding upon and inure to the benefit of Maker and Holder and their respective legal representatives, successors, and permitted assigns.
8.4 Entire Agreement: This Promissory Note constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written negotiations, commitments, and understandings.

Section 9. Governing Law and Jurisdiction

9.1 Governing Law: This Note, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Note, shall be governed by, and enforced in accordance with, the internal laws of the State of Ohio, without regard to its conflict of laws principles.
9.2 Consent to Jurisdiction: Maker irrevocably and unconditionally submits to the exclusive jurisdiction of the state courts located in [County Name] County, Ohio, and the United States District Court for the [Northern / Southern] District of Ohio, for any action, suit, or proceeding arising out of or relating to this Note. Maker irrevocably waives any objection to the laying of venue of any such suit, action, or proceeding in such courts.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, Maker has executed and delivered this Promissory Note under seal as of the Effective Date first written above.

FOR MAKER (BORROWER):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company (if entity): [Borrower Legal Name]
Date: [Date]

FOR HOLDER (LENDER):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company (if entity): [Lender Legal Name]
Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Review & Customization: Open this template in a word processor (e.g., Microsoft Word or Google Docs). Locate all bracketed terms (e.g., [Amount in USD], [Interest Rate], [Maturity Date]) and replace them with accurate, verified transaction data. Ensure all structural choices (such as the security status in Section 7) are finalized and unneeded options are deleted.
2. Verification of Authority: If Maker or Holder is a legal entity (Corporation, LLC, Partnership), verify via corporate resolutions, operating agreements, or bylaws that the individual executing on behalf of the entity possesses the requisite legal authority to bind the organization.
3. Execution via Digital Signature or Wet Ink:
   • Wet Ink: Print two identical copies of the finalized Note. Both Maker and Holder must execute the signature blocks in blue or black ink. Each party should retain an original executed counterpart.
   • Digital Signature: Upload the final document to a compliant electronic signature platform (e.g., DocuSign, Adobe Sign) conforming to the Electronic Signatures in Global and National Commerce (ESIGN) Act and the Ohio Uniform Electronic Transactions Act (O.R.C. Chapter 1306).
4. Collateral & Filing (If Applicable): If this Note is secured by personal property or assets under Section 7, draft and execute a corresponding Security Agreement and file a UCC-1 Financing Statement with the Ohio Secretary of State's office.
5. Record Retention: Store the fully executed original Promissory Note in a secure, fireproof corporate vault or encrypted digital document repository for the duration of the loan plus the applicable Ohio statute of limitations period for written contracts (O.R.C. § 2305.06, generally eight years from the date of default or final payment).