Promissory Note Template Utah

SECURED PROMISSORY NOTE

Document ID: PN-UT-202X-01
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of Utah

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STATUTORY & LEGAL COMPLIANCE NOTICE

This Promissory Note is drafted to conform with the laws of the State of Utah, including the Utah Uniform Commercial Code (UCC) codified in Title 70A of the Utah Code Annotated. This document represents a binding legal obligation. Commercial lending, interest rate caps (including Utah usury laws under Utah Code Title 15), and secured transactions involve complex legal and financial consequences. The parties acknowledge that they have been advised to seek independent legal and financial counsel prior to the execution of this instrument. This template does not constitute formal legal advice.

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PARTIES & RECITALS

This Secured Promissory Note (the "Note") is made and entered into as of [Effective Date] (the "Effective Date"), by and between:

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

PAYEE (Lender):
[Lender Full Legal Name], having a principal place of residence or registered address at [Lender Principal Address] ("Payee").

RECITALS

WHEREAS, Maker has requested that Payee advance funds to Maker in the principal amount of [Amount in USD] (USD $[0.00]) (the "Principal Sum"); and
WHEREAS, Payee is willing to extend such credit to Maker upon the terms and conditions set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Maker covenants and agrees as follows:

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EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

1. Principal Sum and Interest

1.1 Principal Amount. For value received, Maker promises to pay to the order of Payee, in lawful money of the United States of America, the Principal Sum of [Amount in USD] (USD $[0.00]), together with interest accrued thereon in accordance with the terms of this Note.

1.2 Interest Rate. The unpaid principal balance of this Note shall bear interest at the rate of [Interest Rate, e.g., 8]% per annum, calculated on the basis of a 365-day year and the actual number of days elapsed. In no event shall the interest rate charged hereunder exceed the maximum rate permitted by applicable laws of the State of Utah. Any interest collected in excess of the maximum legal rate shall be deemed a mistake and credited against the principal balance.

2. Payment Terms and Amortization

2.1 Payment Schedule. The Principal Sum and all accrued, unpaid interest shall be due and payable in accordance with the following schedule: [Describe payment schedule, e.g., monthly installments of USD $[0.00] commencing on [Date], and continuing on the same day of each successive month until fully amortized].

2.2 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 fully payable on [Maturity Date] (the "Maturity Date").

2.3 Manner of Payment. All payments made by Maker under this Note shall be made in immediately available funds via wire transfer, electronic ACH, or check delivered to Payee at Payee's address set forth above, or at such other place as Payee may designate in writing to Maker.

2.4 Application of Payments. All payments received by Payee shall be applied first to the payment of any accrued and unpaid late fees or collection costs, second to the payment of accrued and unpaid interest, and third to the reduction of the principal balance.

3. Prepayment Privileges

Maker shall have the right to prepay the principal amount of this Note, in whole or in part, at any time without penalty or premium. Any partial prepayment shall be applied against the principal installments last maturing and shall not postpone the due date of any subsequent regular payments due hereunder, unless otherwise agreed in writing by Payee.

4. Security and Collateral

4.1 Collateral Grant. To secure the prompt and complete payment and performance of all obligations of Maker under this Note, Maker hereby grants to Payee a security interest in all of Maker's right, title, and interest in and to the property described in Schedule A attached hereto and incorporated herein by this reference (the "Collateral").

4.2 Perfection of Security Interest. Maker authorizes Payee to file one or more UCC financing statements, amendments, and continuation statements in the appropriate filing offices under the Utah Uniform Commercial Code to perfect and maintain the priority of Payee's security interest in the Collateral. Maker shall execute any additional documents reasonably requested by Payee to perfect or protect such security interest.

5. Events of Default

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

• 5.1 Non-Payment. Failure of Maker to pay any principal, interest, or other amount due under this Note within [Number, e.g., 10] days of the date when due.
• 5.2 Breach of Covenants. Failure of Maker to observe, perform, or comply with any other covenant, term, or condition contained in this Note or any related security agreement.
• 5.3 Insolvency and Bankruptcy. The filing of a petition by or against Maker under the United States Bankruptcy Code or any similar state insolvency law; the appointment of a receiver, trustee, or custodian for all or a substantial part of Maker's assets; or the making of a general assignment for the benefit of creditors.
• 5.4 Misrepresentation. Any financial statement, representation, or warranty made by Maker to Payee in connection with this Note proves to have been materially false or misleading when made.

6. Remedies on Default

6.1 Acceleration. Upon the occurrence of any Event of Default, and at any time thereafter, Payee may, at its 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 further notice of any kind, all of which are hereby expressly waived by Maker.

6.2 Late Charges and Default Interest. If any payment is not received by Payee within [Number, e.g., 10] days after its due date, Maker shall pay a late charge of [Late Fee Amount, e.g., 5%] of the overdue payment amount. Upon the occurrence and during the continuance of an Event of Default, the interest rate on the unpaid principal balance shall increase to the maximum rate permitted by Utah law (the "Default Rate").

6.3 Enforcement Costs. Maker agrees to pay all reasonable costs and expenses incurred by Payee in exercising any of its rights or remedies under this Note, including, without limitation, reasonable attorneys' fees, court costs, and costs of collection and realization upon the Collateral.

7. Representations and Warranties of Maker

Maker represents and warrants to Payee that:

• 7.1 Authority. Maker has full legal power, capacity, and authority to execute, deliver, and perform its obligations under this Note.
• 7.2 Enforceability. This Note constitutes a legal, valid, and binding obligation of Maker, enforceable against Maker in accordance with its terms.
• 7.3 Absence of Conflicts. The execution and delivery of this Note do not and will not violate any provision of any law, regulation, order, or contractual obligation applicable to Maker.

8. Miscellaneous Provisions

8.1 Notices. All notices, demands, or other communications required or permitted under this Note shall be in writing and shall be deemed duly given when delivered personally, sent by reputable overnight courier with tracking, or sent by certified mail, return receipt requested, postage prepaid, to the addresses set forth above or to such other address as a party may designate by notice to the other.

8.2 Waivers. Maker and all endorsers, sureties, and guarantors of this Note hereby waive presentment for payment, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of this Note.

8.3 Amendments and Waivers. No modification, amendment, or waiver of any provision of this Note shall be effective unless executed in writing and signed by both Maker and Payee. No failure or delay by Payee in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

8.4 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.

8.5 Entire Agreement. This Note, together with any concurrently executed security agreements or collateral documents, constitutes the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written negotiations, commitments, and understandings.

8.6 Governing Law and Venue. This Note shall be governed by, construed, and enforced in accordance with the internal laws of the State of Utah, without regard to its conflict of laws principles. Maker irrevocably consents to the exclusive jurisdiction of the state and federal courts located in [County Name, e.g., Salt Lake County], Utah, for any action or proceeding arising out of or relating to this Note.

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EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Maker has executed this Secured Promissory Note as of the Effective Date written above.

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

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

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization:

   • Open this template in Microsoft Word, Google Docs, or an equivalent document processor.
   • Replace all bracketed placeholder text (e.g., [Effective Date], [Amount in USD], [Borrower Full Legal Name]) with accurate, verified information. Ensure all numeric amounts are written out in words alongside digits to prevent ambiguity.

2. Collateral Documentation (If Secured):

   • Complete Schedule A detailing the precise description of the Collateral (e.g., equipment, accounts receivable, real property) if this is structured as a secured note.

3. Signatory Verification:

   • Verify that the individual signing on behalf of Maker or Payee (if an entity such as a Corporation, LLC, or Partnership) holds the legal capacity, authority, and corporate resolution necessary to bind the entity under Utah law.

4. Digital Execution:

   • Route the finalized document through an enterprise-grade digital signature platform compliant with the ESIGN Act and UETA (e.g., DocuSign, Adobe Sign). Ensure audit trails capture IP addresses, timestamps, and cryptographic hashes of the signers.

5. UCC Filing (State of Utah):

   • If a security interest in personal property is granted under Section 4, prepare and file a UCC-1 Financing Statement with the Utah Division of Corporations and Commercial Code to perfect the security interest against competing creditors.

6. Record Retention:

   • Store the fully executed original promissory note in a secure physical vault or an immutable digital document repository with access controls. Retain records for a minimum of the applicable Utah statute of limitations period (typically six (6) years for written contracts under Utah Code § 78B-2-309) following full satisfaction and discharge of the debt.