Promissory Note Template Pennsylvania

INSTITUTIONAL-GRADE COMMITTED PROMISSORY NOTE

Document ID: PN-PA-2026-V1
Effective Date: [Effective Date]
Governing Jurisdiction: Commonwealth of Pennsylvania
Version: 1.0.0

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

NOTICE: This document is an institutional-grade legal instrument drafted in accordance with the laws of the Commonwealth of Pennsylvania, including the Pennsylvania Uniform Commercial Code (13 Pa. C.S.) and applicable provisions governing negotiable instruments and interest rates (such as the Loan Interest and Protection Law, 41 P.S. § 101 et seq.). This instrument creates binding legal obligations. Modifying statutory terms, altering usury limits, or executing this document without proper legal and operational review may impair its enforceability. Parties are advised to consult qualified legal counsel prior to execution.

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2. PARTIES & RECITALS

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

HOLDER (Lender):
[Holder Full Legal Name], having a principal place of business / residence at [Holder 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] USD under the terms and conditions set forth herein; and
WHEREAS, Maker acknowledges receipt of the full principal amount and agrees to repay the same together with accrued interest and all other charges in accordance with the explicit schedules and covenants contained within this Promissory Note (this "Note").

NOW, THEREFORE, for value received, and intending to be legally bound hereby, Maker promises to pay to the order of Holder the principal sum, interest, and all associated costs as follows:

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

Section 1. Principal Sum and Interest Rate

1.1 Principal Amount. For value received, Maker unconditionally promises to pay to the order of Holder the principal sum of [Amount in USD] USD (the "Principal"), together with interest thereon calculated in accordance with the terms of this Note.
1.2 Interest Rate. The unpaid principal balance of this Note shall bear interest at a fixed annual rate of [Interest Rate, e.g., 6.0]% (the "Interest Rate"). Interest shall be calculated on the basis of a 360-day year consisting of twelve (12) thirty-day months and shall accrue daily from the Effective Date until this Note is paid in full.
1.3 Usury Savings Clause. Notwithstanding anything to the contrary contained herein, the total liability for payments in the nature of interest shall not exceed the maximum rate permitted by applicable law of the Commonwealth of Pennsylvania. If any interest payment is paid in excess of the legal maximum, such excess amount shall be automatically applied to the reduction of the Principal balance or, if the Principal has been paid in full, refunded directly to Maker.

Section 2. Repayment Terms and Schedule

2.1 Maturity Date. The entire outstanding Principal balance, together with all accrued and unpaid interest and any other fees or charges due hereunder, shall be due and payable in full on [Maturity Date] (the "Maturity Date"), unless accelerated earlier pursuant to the Default provisions of this Note.
2.2 Installment Payments. Maker shall make [Number of Installments] consecutive monthly installments of [Installment Amount in USD] USD each, commencing on [First Payment Date] and continuing on the same day of each successive month thereafter until the Maturity Date, at which time all remaining sums due under this Note shall be paid in full.
2.3 Application of Payments. All payments remitted by Maker under this Note shall be applied first to any collection costs, expenses, or late fees then due, 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 by wire transfer of immediately available funds, automatic clearing house (ACH) transfer, or check delivered to Holder at Holder's principal address set forth above, or to such other place or account as Holder may designate in writing to Maker from time to time.

Section 3. Prepayment Privileges

3.1 Right to Prepay. Maker reserves the right to prepay this Note, in whole or in part, at any time and from time to time, without penalty or premium.
3.2 Prepayment Application. Any partial prepayment shall be applied against the scheduled installments of principal in the inverse order of their maturity and shall not postpone the due dates of any subsequent scheduled installments unless expressly agreed to in writing by Holder.

Section 4. Default and Acceleration

4.1 Events of Default. The occurrence of any one or more of the following events shall constitute an "Event of Default" under this Note:

• (a) Failure of Maker to pay any installment of principal or interest within [Number, e.g., 10] days of the date when due;
• (b) Failure of Maker to observe or perform any other covenant, term, or condition contained in this Note within [Number, e.g., 30] days after written notice thereof from Holder;
• (c) The filing of a petition by or against Maker under any bankruptcy, insolvency, or similar law, or the appointment of a receiver, trustee, or liquidator for all or a substantial part of Maker's assets;
• (d) The making by Maker of a general assignment for the benefit of creditors; or
• (e) Any material misrepresentation or breach of any warranty made by Maker to Holder in connection with this Note. 4.2 Acceleration of Maturity. Upon the occurrence of any Event of Default, and at any time thereafter (unless such Event of Default is cured within any applicable cure period), Holder may, at its sole option, declare the entire unpaid Principal balance of this Note, together with all accrued and unpaid interest and all other sums due hereunder, to be immediately due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by Maker. 4.3 Default Rate of Interest. Upon the occurrence and during the continuation of an Event of Default, the unpaid Principal balance of this Note shall bear interest at the lesser of the maximum rate permitted by Pennsylvania law or eighteen percent (18%) per annum (the "Default Rate"), calculated from the date of default until the obligation is fully satisfied.

Section 5. Late Charges and Collection Costs

5.1 Late Charges. If any payment required under this Note is not received by Holder within [Number, e.g., 10] days after its due date, Maker shall pay to Holder a late charge equal to [Late Fee Percentage, e.g., 5]% of the overdue payment, or [Flat Late Fee Amount in USD] USD, whichever is greater, to defray administrative expenses incurred by Holder.
5.2 Costs of Collection. If this Note is placed in the hands of an attorney for collection, or if suit is instituted, or if collection is enforced through any bankruptcy, receivership, or other judicial proceeding, Maker promises to pay to Holder all costs of collection, including reasonable attorneys' fees, court costs, and associated legal expenses.

Section 6. Waivers and Consents

6.1 Waiver of Presentment and Notice. Maker and all endorsers, sureties, and guarantors of this Note hereby jointly and severally waive presentment for payment, demand, protest, notice of protest, notice of dishonor, notice of nonpayment, and any and all other notices and demands whatsoever in connection with the delivery, acceptance, performance, default, or enforcement of this Note.
6.2 No Waiver by Holder. No failure or delay on the part of Holder in exercising any right, power, or privilege under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 7. Representations and Warranties

Maker hereby represents and warrants to Holder that: 7.1 Organization and Authority. If Maker is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and has full corporate, partnership, or limited liability company power and authority to execute, deliver, and perform its obligations under this Note.
7.2 Binding Obligation. This Note has been duly authorized, executed, and delivered by Maker and constitutes the legal, valid, and binding obligation of Maker, enforceable against Maker in accordance with its terms.
7.3 No Conflict. The execution, delivery, and performance of this Note do not and will not violate any provision of law, any order of any court or government agency, or any organizational document or material contract to which Maker is a party or by which Maker is bound.

Section 8. Governing Law, Jurisdiction, and Venue

8.1 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, enforced under, and construed in accordance with the substantive laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.
8.2 Consent to Jurisdiction and Venue. Maker irrevocably and unconditionally submits to the exclusive jurisdiction of the state courts located within [County Name, e.g., Philadelphia County], Pennsylvania, or the United States District Court for the [Eastern/Middle/Western] District of Pennsylvania, 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.

Section 9. Miscellaneous Provisions

9.1 Amendments and Waivers. No amendment, modification, or waiver of any provision of this Note shall be effective unless the same shall be in writing and signed by both Maker and Holder.
9.2 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, legal, and enforceable. The remaining provisions of this Note shall remain in full force and effect and shall not be affected.
9.3 Entire Agreement. This Note constitutes the entire agreement between Maker and Holder with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
9.4 Successors and Assigns. This Note shall be binding upon Maker and Maker's successors, heirs, administrators, and permitted assigns, and shall benefit Holder and Holder's successors and assigns. Maker may not assign or transfer its obligations under this Note without the prior written consent of Holder. Holder may assign this Note at any time without notice to Maker.
9.5 Headings. The section headings contained in this Note are for reference purposes only and shall not affect in any way the meaning or interpretation of this Note.

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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 ([Maker Full Legal Name]):

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

FOR HOLDER ([Holder Full Legal Name]):

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

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Preparation (Word / Google Docs):
   • Replace all bracketed text placeholders (e.g., [Maker Full Legal Name], [Amount in USD], [Maturity Date]) with precise, verified data. Ensure no bracketed fields remain in the final document.
2. Signatory Authority Verification:
   • If Maker or Holder is a corporation, LLC, or partnership, verify via corporate resolutions, operating agreements, or bylaws that the individual signing on behalf of the entity possesses explicit legal authority to bind the entity to debt instruments.
3. Execution via Digital Signature or Wet Ink:
   • Execute the document using an institutional digital signature platform (such as DocuSign or Adobe Sign) ensuring audit trails are retained, or print two physical copies for execution in wet ink (blue or black pen).
4. Notarization (Optional / Recommended):
   • Although Pennsylvania law does not strictly mandate notarization for standard promissory notes, having the signatures notarized provides a higher evidentiary standard of authenticity in the event of judicial collection proceedings.
5. Record Retention:
   • The executed original instrument must be retained by the Holder in a secure, fireproof location or digital vault. Maker should retain a fully executed copy for financial and tax accounting records.