"Agreement" means this Loan Agreement, including any written changes the parties sign under the General Terms section.

"Business Day" means any day other than a Saturday, Sunday, or public holiday on which banks are open for general business in [city/jurisdiction].

"Demand" means a written notice from the Lender to the Borrower requiring the Borrower to repay all or part of the Outstanding Balance, given under the Repayment on Demand section.

"Event of Default" means any of the events listed in the Default and Late Payments section.

"Interest Rate" means the fixed rate of [rate] percent per year that applies to the Loan under the Interest section.

"Late Interest Rate" means the Interest Rate plus an extra [additional rate] percent per year. It applies to any amount not paid when due.

"Loan" means the principal amount of [amount in words] ([currency symbol/code] [amount in figures]) that the Lender lends to the Borrower under this Agreement, or the part of that amount still unpaid at any time.

"Outstanding Balance" means, at any time, the total of the unpaid Loan, all accrued and unpaid interest (including late interest), and all costs, expenses, and other amounts the Borrower owes the Lender under this Agreement.

"Purpose" means the business purpose for which the Borrower may use the Loan, namely [describe purpose, for example working capital, purchase of equipment, or expansion of operations].

The Lender agrees to lend the Borrower the Loan on the terms of this Agreement. The Borrower agrees to borrow the Loan and repay it, with interest, as this Agreement requires.

The Lender will pay the Loan in a single amount on [funding date], or on another date the parties agree in writing. The Lender will pay it into the Borrower's bank account: [bank name, account name, account number, and other bank details].

The Lender does not have to pay the Loan unless, before the funding date, it has received all of the following in a form it is satisfied with: a copy of this Agreement signed by the Borrower; proof that the Borrower has approved this Agreement and authorized its signatory; [any other documents the Lender requires, for example recent financial statements]; and confirmation that no Event of Default has occurred or is about to occur.

The Borrower must use the Loan only for the Purpose. The Lender has no duty to check how the Borrower uses the Loan and is not responsible for any use the Borrower makes of it.

This is a one-time loan and not a revolving credit facility. Once the Borrower repays any part of the Loan, the Borrower cannot borrow that part again.

The Lender may refuse to pay the Loan if any statement in the Borrower's Promises section is untrue on the funding date.

The Borrower must make every payment under this Agreement in [currency], in immediately available funds, to the Lender's account: [bank name, account name, account number, and other bank details], or to another account the Lender names in writing.

A payment counts as made only when the full amount is received in the Lender's account. Payments must arrive by [time] on the due date.

If a payment falls due on a day that is not a Business Day, the Borrower must pay it on the Business Day before that date.

The Borrower must pay every amount in full. The Borrower may not reduce any payment by setting off, withholding, or deducting any amount it claims the Lender owes it, or for any other reason.

If the law requires the Borrower to deduct any tax from a payment, the Borrower must pay an extra amount so that the Lender receives the full amount it would have received if no deduction had been made. The Borrower must give the Lender proof of the tax paid within [number] days.

The Lender will apply any payment it receives in this order: first, to costs and expenses owed under this Agreement; second, to late interest; third, to accrued interest; and last, to the Loan. After an Event of Default, the Lender may apply payments in any order it chooses.

If the Lender accepts a partial or late payment, the Lender does not give up its right to the full amount or to any other right under this Agreement.

The Borrower must pay interest on the Loan at the Interest Rate. The Interest Rate is fixed and will not change during the life of the Loan.

Interest builds up daily from the day the Lender pays the Loan until the day the Loan is repaid in full. It is calculated on the unpaid amount of the Loan based on a year of [365/360] days and the actual number of days that have passed.

The Borrower must pay accrued interest [monthly/quarterly] in arrears on the [day] day of each [month/quarter], starting on [first interest payment date]. The Borrower must also pay all accrued interest on the date the Loan is repaid in full.

If any interest is not paid when due, the Lender may add it to the Loan, as far as the law allows. From then on, it will bear interest as part of the Loan.

The Lender will send the Borrower a statement showing interest due when the Lender reasonably can. The Borrower's duty to pay does not depend on receiving a statement.

If any interest or other charge under this Agreement goes over the highest amount the law allows, it will automatically be reduced to that maximum. Any excess already paid will be applied to reduce the Loan or, if the Loan has been repaid, refunded to the Borrower.

The Loan is payable on demand. The Lender may give a Demand at any time, for any reason or no reason, and does not need to show that an Event of Default has occurred.

A Demand may cover all or part of the Outstanding Balance. If a Demand covers only part, the Lender may later demand the rest.

The Borrower must pay the amount stated in a Demand within [number] Business Days after the Demand is given.

If an Event of Default has occurred, the Borrower must pay the amount stated in a Demand immediately on receipt, without any notice period.

If the Lender has not given a Demand earlier, the Borrower must repay the full Outstanding Balance on [final repayment date].

The Borrower agrees that payment on demand is a basic term of this Agreement. The Lender's past behavior, its acceptance of interest payments, or the length of time the Loan has been outstanding does not limit the Lender's right to make a Demand.

If the Lender delays in giving a Demand, or chooses not to give one, it does not give up its right to give one later.

If an Event of Default happens and continues, the Lender may take any action allowed by law to recover the Outstanding Balance. This includes starting court proceedings against the Borrower.

The Lender may refuse to pay any part of the Loan that it has not yet paid.

The Lender may use any money it holds for the Borrower, or owes to the Borrower, to reduce the Outstanding Balance, without first giving notice to the Borrower.

The Lender may hire collection agents, lawyers, or other advisors to recover the Outstanding Balance. The Borrower must pay their costs under the Costs and Expenses section.

The Lender may report the Borrower's default to credit reference agencies and other lenders, as far as the law allows.

The Lender's rights under this Agreement are in addition to any other rights it has by law. The Lender may use them separately, together, or in any order.

If the Lender does not use a right, or delays in using it, the Lender does not give up that right. Using a right once or in part does not stop the Lender from using it again or in full.

The Borrower may repay all or part of the Loan at any time before the Lender gives a Demand, without paying any penalty or prepayment fee.

The Borrower must give the Lender at least [number] Business Days' written notice of any early repayment. The notice must state the amount and the date of repayment. Once given, the notice cannot be withdrawn without the Lender's consent.

Each early repayment must be at least [minimum amount], or the full Outstanding Balance if that is less.

When making any early repayment, the Borrower must also pay all interest accrued on the amount repaid up to the repayment date, together with any other amounts then due under this Agreement.

The Lender will apply early repayments as set out in the Payments section.

An early repayment of part of the Loan does not change the Borrower's other duties under this Agreement or limit the Lender's right to make a Demand for the rest.

The Borrower must pay the Lender's reasonable costs of preparing, negotiating, and signing this Agreement, including legal fees, up to [amount]. These costs are payable on the funding date. The Lender may deduct them from the Loan when it pays it.

The Borrower must pay all costs the Lender incurs in dealing with any change, waiver, or consent the Borrower requests under this Agreement.

The Borrower must pay, on a full indemnity basis, all costs the Lender incurs in protecting or enforcing its rights under this Agreement or recovering the Outstanding Balance. These include legal fees, court costs, and collection agency fees.

The Borrower must pay any stamp duty, registration fee, or similar tax or charge due on this Agreement.

The Borrower must reimburse the Lender for any loss, cost, or liability the Lender suffers because of an Event of Default or because the Borrower breaches this Agreement. This does not apply to losses caused by the Lender's own gross negligence or willful misconduct.

The Borrower must pay any amount due under this section within [number] Business Days after the Lender requests it. Amounts not paid on time will bear late interest under the Default and Late Payments section.

The Borrower's duties under this section continue after the Loan is repaid and after this Agreement ends.

The Borrower confirms that it is properly formed and validly existing, and that it has the power and authority to enter into and perform this Agreement. It also confirms that this Agreement has been properly authorized and signed on its behalf.

The Borrower confirms that this Agreement is legally binding on it. Entering into and performing this Agreement does not break any law, its own governing documents, or any other agreement that binds it.

The Borrower confirms that all financial statements and other information it has given the Lender are true, complete, and not misleading. Its financial condition has not gotten materially worse since the date of the latest financial statements it provided.

The Borrower confirms that no court case, claim, or investigation is pending or threatened against it that could materially harm its business or its ability to repay the Loan.

The Borrower confirms that the statements in this section are true on the Effective Date and on the funding date. It also confirms that they remain true for as long as any part of the Outstanding Balance is unpaid.

While any part of the Outstanding Balance is unpaid, the Borrower will give the Lender its annual financial statements within [number] days after the end of each financial year. It will give its [quarterly/monthly] management accounts within [number] days after the end of each period, and any other financial information the Lender reasonably requests.

The Borrower will tell the Lender in writing right away if an Event of Default happens or is likely to happen. It will do the same if any event occurs that could materially harm its ability to repay the Loan.

Without the Lender's prior written consent, the Borrower will not take on any other borrowing over [amount]. It will not grant any security interest over its assets, sell or transfer any material part of its business or assets, or merge with or be acquired by any other entity.

The Borrower will keep its business properly insured and comply with all laws that apply to it. It will also keep in good standing all licenses and permits it needs to run its business.

Each of the following is an Event of Default. The Borrower fails to pay any amount under this Agreement when due. Any statement in the Borrower's Promises section is untrue or misleading when made or repeated. The Borrower breaches any other term of this Agreement and does not fix the breach within [number] Business Days after the Lender notifies it. The Borrower fails to pay any other debt over [amount] when due, or that debt becomes payable early. The Borrower becomes insolvent, stops paying its debts, or stops or threatens to stop running its business. Any insolvency, bankruptcy, liquidation, administration, or similar proceeding is started by or against the Borrower and, if started by a third party, is not dismissed within [number] days. Any court judgment over [amount] against the Borrower remains unpaid for [number] days. Any event happens that the Lender reasonably believes could materially harm the Borrower's ability to repay the Loan.

There is no grace period for a missed payment. Any amount not paid in full on its due date is late from that date.

The Borrower must pay late interest at the Late Interest Rate on any amount not paid when due. Late interest builds up daily from the due date until the date of actual payment, both before and after any court judgment. It is calculated in the same way as interest under the Interest section.

Late interest is in addition to, and not instead of, interest at the Interest Rate.

If an Event of Default happens, the Lender may notify the Borrower that the full Outstanding Balance is due immediately. The full Outstanding Balance then becomes payable at once, without any further notice, demand, or notice period.

If an insolvency, bankruptcy, liquidation, administration, or similar event involving the Borrower happens, the full Outstanding Balance becomes payable immediately and automatically, without any notice from the Lender.

The Borrower agrees that the Late Interest Rate is a fair estimate of the Lender's extra costs and risk from late payment, and is not a penalty.

This Agreement, and any dispute arising out of or relating to it, is governed by the laws of [governing jurisdiction].

The courts of [city and jurisdiction] have jurisdiction to settle any dispute arising out of or relating to this Agreement. The Borrower agrees to submit to the jurisdiction of those courts and will not argue that they are an inconvenient forum.

The Lender may, at its choice, also bring proceedings against the Borrower in any other court that has jurisdiction, including courts where the Borrower has assets. It may do so in more than one jurisdiction at the same time, as far as the law allows.

Before starting court proceedings, either party may ask the other party in writing to discuss the dispute in good faith. This step is optional. It does not delay the Lender's right to make a Demand, accelerate the Outstanding Balance, or seek urgent court relief.

As far as the law allows, each party waives its right to a jury trial in any proceeding arising out of or relating to this Agreement.

The Borrower appoints [name and address of process agent, if any] to receive court documents on its behalf in [jurisdiction]. This does not affect the Lender's right to serve documents in any other way the law allows.

A certificate from the Lender stating the Outstanding Balance or any other amount due under this Agreement is conclusive evidence of that amount, unless there is an obvious error.

This Agreement is the entire agreement between the parties about the Loan. It replaces all earlier discussions, proposals, and agreements on that subject.

Any change to this Agreement is valid only if it is in writing and signed by both parties.

The Lender may assign, transfer, or sell all or part of its rights and duties under this Agreement to anyone, without the Borrower's consent. The Lender may share information about the Borrower and this Agreement with any actual or potential assignee who agrees to keep it confidential. The Borrower may not assign or transfer any of its rights or duties without the Lender's prior written consent.

All notices under this Agreement must be in writing and delivered by hand, sent by courier, or emailed to the addresses below, or to any other address a party gives by notice. Lender: [address, email, attention]. Borrower: [address, email, attention]. A notice takes effect when delivered by hand or courier. If emailed, it takes effect when sent, unless the sender receives a delivery failure message. A notice delivered after [time] or on a day that is not a Business Day takes effect on the next Business Day.

If any part of this Agreement is found invalid or unenforceable, the rest of this Agreement stays in full force. The invalid part will apply to the greatest extent the law allows.

This Agreement may be signed in counterparts, each of which is an original, and all of which together are one agreement. Electronic signatures and signed copies sent by email are as valid as original signatures.

This Agreement ends when the Outstanding Balance has been paid in full. Any terms that by their nature are meant to continue, including those on costs, indemnities, governing law, and dispute resolution, survive the end of this Agreement.