Promissory Note

Date: date

Principal Amount: principal_amount

Payee: lender_name

Maker: borrower_name

Promise to Pay

FOR VALUE RECEIVED, borrower_name ("Maker") hereby unconditionally promises to pay to the order of lender_name ("Payee"), or Payee's assigns, the principal sum of principal_amount (the "Principal"), together with interest thereon as provided below, in lawful money of the United States of America at the place of payment designated herein.

This Promissory Note (this "Note") is made and delivered as of the date first written above and evidences the obligation of Maker to Payee under the terms set forth herein.

1. Definitions

"Business Day" means any day other than a Saturday, Sunday, or a day on which banks in the State of governing_state are authorized or required to close.

"Default Rate" means the interest rate applicable upon an Event of Default, as specified in Section 5.2.

"Event of Default" has the meaning set forth in Section 5.1.

"Maturity Date" means maturity_date, or such earlier date on which all amounts outstanding under this Note become due and payable in accordance with the terms hereof.

"Payment Date" means each date on which a payment of Principal and/or interest is due under the Payment Schedule set forth in Section 3.

2. Interest

2.1 Interest Rate

The outstanding Principal balance shall bear interest at the annual rate of interest_rate% per annum (the "Interest Rate"), calculated on a simple interest basis using a 365-day year and the actual number of days elapsed. Interest shall begin accruing on the date of this Note and shall continue to accrue until all Principal and accrued interest have been paid in full.

2.2 Zero Interest

If the stated Interest Rate is zero percent (0%), no interest shall accrue on the Principal, and the total amount due under this Note shall equal the Principal amount only.

2.3 Interest Computation

Interest for any partial month shall be computed on the basis of actual days elapsed over a year of 365 days. Interest shall be compounded only if Maker fails to pay any interest installment when due, in which case unpaid interest shall be added to the Principal balance and shall itself bear interest at the Interest Rate.

2.4 Maximum Lawful Rate

Notwithstanding anything to the contrary contained herein, in no event shall the Interest Rate or Default Rate exceed the maximum rate of interest permitted by applicable law (the "Maximum Lawful Rate"). If at any time the interest rate payable hereunder exceeds the Maximum Lawful Rate, the rate shall be reduced to the Maximum Lawful Rate, and any excess interest previously collected shall be applied to reduce the Principal balance or, if the Principal has been paid in full, refunded to Maker.

3. Payment Terms

3.1 Payment Schedule

Maker shall repay the Principal and all accrued interest according to the following schedule: payment_schedule. Each installment payment shall be applied first to any late fees and collection costs, then to accrued and unpaid interest, and finally to reduction of the outstanding Principal balance.

3.2 Maturity Date

Regardless of the Payment Schedule set forth above, all outstanding Principal, accrued and unpaid interest, and any other amounts due under this Note shall be due and payable in full on the Maturity Date (maturity_date).

3.3 Payment Method

All payments shall be made by check, wire transfer, ACH transfer, or other electronic means to an account designated by Payee in writing. Payee may change the designated account by providing Maker with at least ten (10) Business Days' prior written notice. All payments must be received by Payee in immediately available funds.

3.4 Payment on Non-Business Days

If any Payment Date falls on a day that is not a Business Day, payment shall be due on the next succeeding Business Day, and interest shall continue to accrue through such extended payment date.

3.5 Application of Payments

Payments shall be applied in the following order of priority: (a) first, to any late fees, penalties, and collection costs then due; (b) second, to accrued and unpaid interest; and (c) third, to reduction of the outstanding Principal balance.

4. Prepayment

4.1 Right to Prepay

Maker may prepay all or any portion of the outstanding Principal balance at any time and from time to time without penalty, premium, or prepayment fee. Any partial prepayment shall be applied to the most remote installments of Principal due under this Note, or as otherwise directed by Maker in writing.

4.2 Notice of Prepayment

Maker shall provide Payee with at least five (5) Business Days' prior written notice of any prepayment specifying the amount to be prepaid and the date of prepayment. Accrued interest on the prepaid amount shall be paid through the date of prepayment.

5. Default and Acceleration

5.1 Events of Default

Each of the following shall constitute an "Event of Default" under this Note:

(a) Maker fails to make any payment of Principal, interest, or any other amount due under this Note within ten (10) days after the date such payment is due;

(b) Maker files a voluntary petition in bankruptcy, makes a general assignment for the benefit of creditors, or is adjudicated as bankrupt or insolvent;

(c) An involuntary petition in bankruptcy is filed against Maker and is not dismissed within sixty (60) days;

(d) A receiver, trustee, or liquidator is appointed for Maker or for a substantial part of Maker's property;

(e) Maker makes any material misrepresentation or provides materially false information to Payee in connection with this Note or any related agreement;

(f) Maker breaches any other material term, covenant, or condition of this Note and such breach remains uncured for fifteen (15) days after written notice from Payee;

(g) Any judgment is entered against Maker in excess of $[amount] that is not discharged, vacated, or stayed within thirty (30) days;

(h) Any collateral pledged as security for this Note (if applicable) is materially damaged, destroyed, or diminished in value; or

(i) Maker ceases to conduct business operations, dissolves, or liquidates a substantial portion of Maker's assets.

5.2 Default Interest Rate

Upon the occurrence and during the continuance of any Event of Default, the interest rate on the outstanding balance shall automatically increase by five percent (5%) per annum above the stated Interest Rate (the "Default Rate"), effective as of the date of the Event of Default, until such Event of Default is cured to Payee's satisfaction or all amounts due are paid in full.

5.3 Acceleration

Upon the occurrence of any Event of Default, Payee may, at Payee's sole option and without further notice or demand (except as required by applicable law), declare the entire outstanding Principal balance, together with all accrued and unpaid interest, late fees, and other amounts due under this Note, immediately due and payable. Such declaration shall be effective upon delivery of written notice to Maker.

5.4 Cure Period

For Events of Default described in Section 5.1(a) and 5.1(f), Maker shall have a cure period as specified therein. For all other Events of Default, Payee may exercise remedies immediately without providing a cure period.

6. Late Payment

If any payment is not received by Payee within ten (10) days of its due date, Maker shall pay a late charge equal to five percent (5%) of the overdue amount, or the maximum amount permitted by applicable law, whichever is less. The late charge is intended to compensate Payee for the administrative costs of processing late payments and is not intended as a penalty. The imposition of a late charge shall not waive Payee's right to declare an Event of Default.

7. Collateral

7.1 Security

This Note is [unsecured / secured by the collateral described in a separate Security Agreement of even date herewith between Maker and Payee (the "Security Agreement")]. If secured, the terms of the Security Agreement are incorporated herein by reference, and Payee shall have all rights and remedies available under the Security Agreement and applicable law upon an Event of Default.

7.2 Further Assurances

Maker agrees to execute and deliver to Payee such further instruments, documents, and agreements as Payee may reasonably request to perfect, protect, or enforce Payee's security interest in any collateral.

8. Collection Costs and Attorneys' Fees

If Payee refers this Note to an attorney or collection agency for collection, or if Payee incurs costs in connection with enforcement of this Note (including in any bankruptcy proceeding), Maker shall pay all reasonable costs of collection, including but not limited to attorneys' fees, court costs, filing fees, and out-of-pocket expenses, to the extent permitted by applicable law.

9. Waivers by Maker

Maker hereby waives: (a) presentment for payment; (b) demand; (c) notice of dishonor; (d) protest and notice of protest; (e) diligence in collection; and (f) any defenses based on suretyship or impairment of collateral. No failure or delay by Payee in exercising any right, power, or remedy under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof.

Maker further agrees that Payee may, without notice to or consent of Maker and without affecting Maker's obligations hereunder: (a) release, modify, or waive any collateral or security; (b) grant extensions of time for payment; (c) release any co-maker, endorser, guarantor, or surety; or (d) take or fail to take any other action that might otherwise constitute a defense to or discharge of Maker's obligations.

10. Guaranty

If a personal guaranty or corporate guaranty is provided in connection with this Note, the terms of such guaranty are set forth in a separate Guaranty Agreement and are incorporated herein by reference. The guarantor's obligations shall be joint and several with Maker's obligations under this Note.

11. Transferability and Assignment

Payee may transfer, assign, endorse, or negotiate this Note to any third party without the prior consent of Maker. Upon such transfer, the transferee shall have all the rights and remedies of Payee under this Note. Maker may not assign or delegate Maker's obligations under this Note without Payee's prior written consent, and any attempted assignment without such consent shall be void.

12. Notices

All notices, demands, and other communications under this Note shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by certified or registered mail, return receipt requested, postage prepaid; (c) sent by nationally recognized overnight courier; or (d) sent by email with confirmation of receipt. Notices shall be sent to the addresses set forth in the signature blocks below or to such other address as a Party may designate in writing.

13. Governing Law and Jurisdiction

This Note shall be governed by and construed in accordance with the laws of the State of governing_state, without regard to its conflict of law principles. Maker hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in governing_state for any action or proceeding arising out of or relating to this Note, and waives any objection to venue in such courts.

14. Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MAKER AND PAYEE EACH HEREBY IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15. Severability

If any provision of this Note is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note or the validity of such provision in any other jurisdiction. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the Parties.

16. Entire Agreement and Amendments

This Note, together with any Security Agreement, Guaranty Agreement, or other documents executed in connection herewith, constitutes the entire agreement between Maker and Payee with respect to the indebtedness evidenced hereby and supersedes all prior or contemporaneous oral or written agreements. This Note may not be amended or modified except by a written instrument signed by both Maker and Payee.

17. Successors and Assigns

This Note shall be binding upon Maker and Maker's heirs, executors, administrators, successors, and permitted assigns, and shall inure to the benefit of Payee and Payee's successors, assigns, and transferees.

IN WITNESS WHEREOF, Maker has executed this Promissory Note as of the date first written above.

Maker

borrower_name

[Electronic signature will be collected via zsign]

Printed Name: ____________________________

Title (if applicable): ____________________________

[Date will be recorded automatically]

Address: ____________________________

Email: ____________________________

Payee (Acknowledgment)

lender_name

[Electronic signature will be collected via zsign]

Printed Name: ____________________________

Title (if applicable): ____________________________

[Date will be recorded automatically]

Address: ____________________________

Email: ____________________________

Witness (if required by applicable law)

[Electronic signature will be collected via zsign]

Printed Name: ____________________________

[Date will be recorded automatically]

Notary Public (if required)

State of ____________________________

County of ____________________________

Subscribed and sworn to before me on this _____ day of __________, 20____.

Notary Public: ____________________________

My Commission Expires: ____________________________