Secured promissory note template

The Borrower acknowledges receipt of Principal amount (the "Principal Amount") from the Holder in full on Funding date (the "Funding Date"), and unconditionally promises to pay the Principal Amount to the Holder and its permitted assigns, together with any interest and other amounts payable under this Note, in accordance with its terms.

The Borrower shall use the Principal Amount solely for its business purposes.

This Note is secured under 4. and is non-negotiable.

Interest arrangement

The "Interest Rate" is Interest rate per year if interest is payable under 2.1., and zero if this Note is interest-free. Interest is simple interest, calculated daily on the unpaid Principal Amount on the basis of a 365-day year and the actual number of days elapsed, from and including the Funding Date to but excluding the date the relevant principal is paid. Unpaid interest is not capitalized.

Overdue principal bears simple interest at Default interest rate per year, calculated on the same basis from and including its due date to but excluding the date of payment, in place of ordinary interest on that principal. Unpaid interest and costs do not themselves bear interest.

Interest and charges under this Note are limited to the maximum amounts and rates permitted by applicable law. The Holder shall promptly apply any excess received to unpaid principal and refund any remainder to the Borrower.

Payment terms

All amounts outstanding under this Note are due and payable in full on Maturity date (the "Maturity Date").

The Borrower may prepay all or part of this Note at any time without premium or penalty. Payments are applied first to collection costs due under 5., then to accrued interest, and then to the Principal Amount. A partial prepayment reduces the remaining scheduled installments in inverse order of maturity, without changing their due dates.

All payments shall be made in Currency by bank transfer to the account the Holder designates in writing, without set-off or counterclaim except as required by mandatory law. Any tax required by law to be withheld from a payment shall be paid to the relevant authority, and evidence of payment promptly given to the Holder.

"Business Day" means a day other than a Saturday, Sunday or public holiday on which banks are open for general business in the place where the Holder's account is held. A payment otherwise due on a day that is not a Business Day, including the final payment, is due on the next Business Day.

As security for the payment of all amounts payable under this Note (the "Secured Obligations"), the Borrower grants the Holder a security interest in the assets described in Schedule 2, and all their proceeds (the "Collateral").

Schedule 2 describes each item of Collateral with enough detail to identify it, any existing security interest the Holder accepts (the "Permitted Security"), and the steps required to create, perfect and register the security, including any separate security document required by the law that governs a particular asset. The Borrower authorizes the Holder to make any filing or registration, and shall sign any further document, that the Holder reasonably requires for those purposes.

The Borrower confirms that it owns the Collateral, subject only to Permitted Security, and has the right to grant the security interest.

Until the Secured Obligations have been paid in full, the Borrower shall:

Once the Secured Obligations have been paid in full, the Holder shall promptly, and within any deadline required by law, release the security, return any Collateral it holds and complete the necessary release filings, charging the Borrower only reasonable external release expenses permitted by law.

The Borrower is in default under this Note (an "Event of Default") if:

While an Event of Default is continuing, the Holder may, by written notice to the Borrower, declare the unpaid Principal Amount, accrued interest and all other amounts under this Note immediately due and payable, and enforce the security and exercise all rights available to a secured creditor under applicable law. On an insolvency Event of Default, those amounts become immediately due and payable without notice to the extent permitted by applicable law. All acceleration and enforcement rights are subject to any mandatory stay or restriction under insolvency law and to any mandatory enforcement procedure.

The Holder shall enforce the security in a commercially reasonable manner, give the Borrower any notice of disposal required by law, apply the proceeds, after reasonable enforcement costs, to the Secured Obligations, and pay any surplus to the Borrower or as required by law. The Borrower remains liable for any shortfall.

The Borrower shall pay the Holder's reasonable, documented costs of collection and enforcement, including reasonable legal fees, incurred because of an Event of Default, to the extent permitted by law.

To the extent permitted by law, the Borrower waives presentment, demand for payment, notice of dishonor, protest and notice of protest of this Note, except for any notice expressly required by this Note.

No delay or failure by the Holder in exercising any right under this Note operates as a waiver of it, and a waiver on one occasion is not a waiver on any other occasion. A waiver is effective only if in writing and signed by the Holder.

The Holder may assign its rights under this Note by written assignment. The Borrower may continue to pay the existing Holder with full discharge until it receives written notice identifying the assignee, the effective date and payment instructions, with reasonable evidence of the assignment. After an assignment, references to the "Holder" mean the assignee to the extent of the rights assigned. The Borrower may not assign its obligations under this Note without the Holder's prior written consent.

This Note may be amended only in writing signed by the Borrower and the Holder.

If any provision of this Note is invalid or unenforceable, it is severed to the extent necessary, and the remaining provisions continue in effect to the extent permitted by applicable law.

Notices under this Note must be in writing and sent to Holder notice email for the Holder and Borrower notice email for the Borrower, or to another address notified in writing. An email notice is received when it reaches the recipient's email system in readable form; if that happens outside 9:00 a.m. to 5:00 p.m. on a Business Day at the recipient's location, it is received at 9:00 a.m. on the next Business Day.

This Note is governed by the laws of Governing law, excluding its conflict-of-laws rules. The creation, perfection, priority and enforcement of the security over any Collateral are governed by the law that applies to them under the applicable conflict-of-laws rules. The courts of Place of jurisdiction have exclusive jurisdiction, without limiting the Holder's right to enforce the security in any court of competent jurisdiction. Nothing in this clause excludes any protection or jurisdiction rule that applicable law does not permit the parties to exclude.

The Borrower and the Holder consent to the electronic signature and delivery of this Note as a non-negotiable agreement, to the extent permitted by applicable law. By signing, the Holder agrees to the terms of this Note, including the obligations it imposes on the Holder.