Promissory Note Template Oregon

PROMISSORY NOTE (SECURED/UNSECURED)

Document ID: PN-OR-[YYYYMMDD]-001
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: State of Oregon

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LEGAL DISCLAIMER & NOTICE

This document is a template prepared for general informational purposes and constitutes a legal instrument. It does not constitute specific legal advice or an attorney-client relationship. Promissory notes in Oregon are governed by the Oregon Uniform Commercial Code (UCC) and relevant state usury laws. Parties should consult with qualified legal counsel licensed in the State of Oregon to ensure compliance with specific lending regulations, interest rate caps, and perfection of security interests (if applicable).

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1. PARTIES

This Promissory Note ("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] (“Borrower”).

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

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2. PROMISE TO PAY

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

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3. REPAYMENT TERMS

The Principal and all accrued interest shall be due and payable as follows: (a) Installments: Borrower shall pay [Amount] on the [Day] of each [Month/Year], beginning on [Start Date]. (b) Maturity Date: The entire unpaid principal balance and all accrued and unpaid interest shall be due and payable in full on [Maturity Date]. (c) Prepayment: Borrower reserves the right to prepay the outstanding principal balance in whole or in part at any time without penalty.

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4. LATE CHARGES AND DEFAULT

If any payment is not received by Lender within [Number] days of its due date, a late charge of [Percentage]% of the overdue amount shall be assessed. Events of Default: The occurrence of any of the following shall constitute an "Event of Default": (i) failure to make any payment when due; (ii) the insolvency of Borrower; (iii) the filing of a bankruptcy petition by or against Borrower; or (iv) any breach of the covenants contained herein. Upon an Event of Default, Lender may declare the entire remaining unpaid principal and accrued interest immediately due and payable.

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5. GOVERNING LAW AND VENUE

This Note shall be governed by, construed, and enforced in accordance with the laws of the State of Oregon. Any legal action or proceeding arising under this Note shall be brought exclusively in the courts of [County Name] County, Oregon, and the parties hereby consent to the personal jurisdiction and venue of such courts.

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6. COLLECTION COSTS

In the event that this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceeding, Borrower agrees to pay all reasonable attorney fees, court costs, and collection expenses incurred by Lender, to the extent permitted by Oregon law.

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7. WAIVERS

Borrower and all endorsers, sureties, and guarantors hereof hereby waive presentment, protest, notice of dishonor, and notice of acceleration of maturity. No failure or delay by Lender in exercising any right under this Note shall operate as a waiver thereof.

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8. ENTIRE AGREEMENT

This Note constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings, or agreements, whether written or oral. No modification of this Note shall be effective unless in writing and signed by both parties.

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9. SEVERABILITY

If any provision of this Note is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

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10. EXECUTION AND SIGNATURE BLOCKS

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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11. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all bracketed [ ] text with verified legal information. Ensure the "Amount" is written in both words and numerals to avoid ambiguity.
2. Verification: Verify the legal authority of the signatory for both entities (e.g., check the Secretary of State’s business registry for the authorized signer’s capacity to bind the company).
3. Security Interest (Optional): If this loan is to be "Secured," you must draft a separate Security Agreement and file a UCC-1 Financing Statement with the Oregon Secretary of State to perfect the interest in the collateral.
4. Execution: Use a secure digital signature platform (DocuSign, Adobe Sign, or HelloSign) that provides a comprehensive "Audit Trail" or "Certificate of Completion."
5. Record Retention:
   • Maintain the original "wet ink" or digitally signed version in a secure, fireproof, or encrypted digital document management system.
   • Keep this document for at least seven (7) years following the maturity date or final payment for tax and audit purposes.
6. Notarization: While not strictly required for a promissory note under Oregon law, having the signatures acknowledged by a Notary Public is recommended to prevent future claims of "forgery" or "lack of capacity."