In this Note, "Note" means this Promissory Note, including any written changes made under the section titled "General Terms." "Loan" means the money the Lender advances to the Borrower under this Note. "Principal" means the amount of the Loan that has been advanced and not yet repaid. "Amount Owed" means, at any time, all unpaid Principal, accrued interest, default interest, late charges, collection costs, and any other amounts payable under this Note. "Business Day" means any day other than a Saturday, Sunday, or a day on which banks in [city, jurisdiction] are allowed or required to close.

For value received, the Borrower unconditionally promises to pay the Lender the Principal amount of [currency] [amount], together with interest and all other amounts due under this Note, in the manner and at the times set out in this Note.

The Lender will advance the Loan to the Borrower in a single payment on or about [date of disbursement] by transfer to the Borrower's bank account at [bank name, account details]. The Lender does not have to advance any additional money under this Note.

The Borrower will use the Loan only for [describe business purpose, such as working capital or purchase of equipment] and for no other purpose without the Lender's prior written consent.

The Lender's books and records showing the amount advanced, payments received, and the Amount Owed will be treated as correct unless the Borrower proves an obvious error. A failure by the Lender to record any amount does not reduce the Borrower's obligation to pay it.

The Borrower's obligation to pay the Amount Owed is absolute and unconditional. It is not affected by any claim, dispute, or defense the Borrower may have against the Lender or any other person.

The Principal will bear interest at a fixed rate of [__]% per year (the "Interest Rate"). The Interest Rate will not change for the life of this Note, except where the default rate applies under the section titled "Late Payments and Default Interest."

Interest starts to accrue on the date the Loan is advanced and continues to accrue on the unpaid Principal until the Amount Owed is paid in full.

Interest will be calculated on the basis of a [360 / 365]-day year and the actual number of days elapsed.

Until the Lender makes a demand for repayment, the Borrower must pay accrued interest [monthly / quarterly] in arrears on the [__] day of each [month / quarter], starting on [first interest payment date]. All accrued and unpaid interest is also due on the date the Lender demands repayment.

Any interest not paid when due will, to the extent the law allows, be added to the Principal and will itself bear interest at the rate that applies under this Note.

The parties do not intend to charge or collect interest above the highest rate the law allows. If any amount paid or charged would exceed that limit, the excess will be applied to reduce the Principal or, if the Principal has been fully repaid, refunded to the Borrower. This adjustment is the Borrower's only remedy for any excess charge.

If any payment is not received in full within [__] days after it is due, the Borrower must pay a late charge equal to [__]% of the overdue amount. The late charge is due immediately without notice and may be charged once for each late payment.

If the Borrower does not pay any amount when due, or if any other Event of Default occurs, the Amount Owed will bear interest at the Interest Rate plus [__] percentage points per year (the "Default Rate").

The Default Rate applies from the date the payment was due or the Event of Default occurred until the overdue amount is paid in full or the Event of Default is cured to the Lender's satisfaction, whichever applies.

The Default Rate continues to apply after the Lender obtains a judgment against the Borrower, to the extent the law allows.

The Borrower agrees that the late charge and the Default Rate are a reasonable estimate of the Lender's added costs and risks from late payment, which are hard to calculate in advance, and are not a penalty.

The Lender's acceptance of a late payment, a late charge, or default interest does not waive the Lender's right to treat the late payment as an Event of Default or to use any of its other rights under this Note.

This Note is payable on demand. The Lender may demand repayment of all or any part of the Amount Owed at any time, for any reason or no reason, in its sole discretion, whether or not an Event of Default has occurred.

A demand must be in writing and delivered to the Borrower as set out in the section titled "General Terms." The demand must state the amount being demanded.

The Borrower must pay the amount demanded in full within [__] Business Days after receiving the demand.

The Lender may make more than one demand. A demand for part of the Amount Owed does not limit the Lender's right to demand the rest later.

Until a demand is made, the Borrower's only scheduled payments are the interest payments described in the section titled "Interest Rate." Nothing in that section, or anywhere else in this Note, limits the Lender's right to demand repayment at any time.

The Events of Default and the other terms of this Note are for the Lender's added protection. They do not limit or condition the demand nature of this Note.

If the Lender has not made a demand earlier, the entire Amount Owed is due and payable in full on [outside maturity date].

The Borrower may repay all or part of the Principal before the Lender makes a demand, as long as the Borrower gives the Lender at least [__] Business Days' prior written notice stating the amount and date of the repayment.

Each partial early repayment must be at least [currency] [minimum amount] or, if less, the entire remaining Principal.

When making any early repayment, the Borrower must also pay all accrued and unpaid interest on the amount repaid, plus [no prepayment fee / a prepayment fee of __% of the amount repaid].

Once the Borrower gives notice of an early repayment, the amount stated in the notice becomes due on the date stated.

Any amount repaid early cannot be borrowed again.

A partial early repayment does not change the Lender's right to demand repayment of the rest of the Amount Owed at any time.

All payments must be made in [currency] in immediately available funds by wire transfer to the following account, or to any other account the Lender names in writing: [bank name, account name, account number, routing/SWIFT code].

The Borrower must make every payment in full, without any set-off, counterclaim, or deduction of any kind.

If the law requires the Borrower to withhold or deduct any tax from a payment, the Borrower must pay an additional amount so that the Lender receives the same net amount it would have received without the withholding or deduction. The Borrower must also pay any stamp, documentary, or similar taxes related to this Note.

A payment is made only when the funds are received in the Lender's account. Any payment received after [time] on a Business Day, or on a day that is not a Business Day, will be treated as received on the next Business Day, and interest will continue to accrue until then.

If a payment falls due on a day that is not a Business Day, it must be made on the next Business Day, and interest will accrue for the extra days.

The Lender will apply each payment first to collection costs and expenses, then to late charges, then to default interest, then to accrued interest, and then to Principal. After an Event of Default, the Lender may apply payments in any order it chooses.

If any payment is reversed, returned, or must be repaid by the Lender for any reason, the Borrower's obligation to make that payment is revived as if the payment had never been made.

The Borrower confirms that it is duly organized and in good standing, and that it has full power and authority to sign and perform this Note. The person signing for the Borrower is authorized to do so.

The Borrower confirms that this Note is a valid and binding obligation of the Borrower, and that signing and performing it does not break any law, the Borrower's organizational documents, or any agreement binding on the Borrower.

The Borrower confirms that all information it has given the Lender in connection with the Loan is true, complete, and not misleading.

Within [__] days after the end of each [fiscal quarter / fiscal year], the Borrower will give the Lender its financial statements for that period, along with any other financial information the Lender reasonably requests.

The Borrower will notify the Lender in writing within [__] Business Days after it becomes aware of any Event of Default, any event that could become an Event of Default, or any lawsuit or claim against it involving more than [currency] [amount].

The Borrower will keep its legal existence, pay its taxes when due, maintain adequate insurance on its business assets, and comply with all laws that apply to its business.

Without the Lender's prior written consent, the Borrower will not sell or transfer all or substantially all of its assets, merge with another business, change its ownership or control, or grant any security interest over its material assets other than [permitted exceptions].

The Borrower will pay all reasonable costs and expenses the Lender incurs in preparing, amending, enforcing, or protecting its rights under this Note, including reasonable attorneys' fees.

The Borrower waives presentment, demand for payment (other than the written demand described in the section titled "Repayment on Demand"), notice of dishonor, protest, notice of protest, and notice of acceptance of this Note.

The Borrower agrees that the Lender may extend the time for payment, accept partial payments, or release or change any security or any other person liable for this Note, without notice to the Borrower and without affecting the Borrower's obligations.

No delay or failure by the Lender in using any right under this Note will waive that right. A single or partial use of a right does not prevent any further use of that right or any other right.

Any waiver by the Lender must be in writing and signed by the Lender, and it applies only to the specific situation and purpose for which it is given.

The Borrower waives, to the extent the law allows, any right to require the Lender to first pursue any other person, security, or remedy before enforcing this Note against the Borrower.

TO THE EXTENT THE LAW ALLOWS, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO THIS NOTE OR THE LOAN.

Each of the following is an "Event of Default."

The Borrower fails to pay any amount demanded under this Note within the time set out in the section titled "Repayment on Demand," or fails to pay any other amount under this Note within [__] days after it is due.

The Borrower fails to keep any other promise in this Note and does not fix the failure within [__] days after the earlier of the Borrower becoming aware of it or the Lender giving notice of it.

Any statement, confirmation, or information the Borrower has given the Lender in connection with this Note proves to have been false or misleading in any material respect when given.

The Borrower becomes insolvent, admits in writing that it cannot pay its debts as they come due, makes an assignment for the benefit of creditors, or starts or has started against it any bankruptcy, insolvency, reorganization, receivership, or similar proceeding, and any such proceeding started against it is not dismissed within [__] days.

The Borrower fails to pay any other debt of more than [currency] [amount] when due, or any such debt becomes due early because of the Borrower's default.

A final judgment of more than [currency] [amount] is entered against the Borrower and is not paid, bonded, or stayed within [__] days.

The Borrower dissolves, stops doing business, or undergoes a change of ownership or control without the Lender's prior written consent.

The Lender reasonably and in good faith determines that a material adverse change has occurred in the Borrower's business or financial condition, or in the Borrower's ability to repay the Amount Owed.

If an Event of Default occurs, the Lender may declare the entire Amount Owed immediately due and payable, without any further demand or notice of any kind.

If an Event of Default described in the clause about insolvency and bankruptcy proceedings occurs, the entire Amount Owed becomes immediately due and payable automatically, without any action by the Lender.

The Lender may sue to collect the Amount Owed and may use any other right or remedy available to it under this Note, under any other agreement with the Borrower, or under the law.

The Lender may set off any amount the Lender or its affiliates owe to the Borrower, including any deposits held for the Borrower, against the Amount Owed, without prior notice to the Borrower.

The Borrower must pay all costs and expenses the Lender incurs in collecting or trying to collect the Amount Owed or in protecting its rights after an Event of Default, including reasonable attorneys' fees, court costs, and collection agency fees, whether or not a lawsuit is filed and including in any appeal or bankruptcy proceeding.

The Lender's rights under this Note are cumulative and in addition to any other rights it has. The Lender may use them in any order and as often as it chooses.

The Lender's acceptance of any payment after an Event of Default does not cure the Event of Default or waive any of the Lender's rights, unless the Lender agrees otherwise in writing.

This Note is governed by the laws of [state or jurisdiction], without regard to any conflict of laws rules that would apply the laws of another place.

The Borrower agrees that any lawsuit or proceeding relating to this Note must be brought in the state or federal courts located in [county/city, state or jurisdiction], and the Borrower consents to the exclusive jurisdiction of those courts.

Despite the previous clause, the Lender may bring a lawsuit or proceeding against the Borrower in any other court that has jurisdiction over the Borrower or its assets.

The Borrower waives any objection that a court described in this section is an inconvenient place or the wrong venue for a lawsuit relating to this Note.

The Borrower agrees that legal papers in any lawsuit may be served on it by delivering them to its notice address under the section titled "General Terms," in addition to any other method the law allows.

The Borrower may not bring any claim or counterclaim against the Lender in any lawsuit to enforce this Note unless the claim is required to be brought in that lawsuit, and any such claim does not delay or reduce the Borrower's obligation to pay.

All notices and demands under this Note must be in writing and delivered by hand, by recognized overnight courier, or by email with a copy sent by courier, to the addresses shown at the end of this Note or to any other address a party gives by notice. A notice is effective when delivered, or when delivery is refused.

The Lender may sell, assign, or transfer this Note or any interest in it, in whole or in part, without the Borrower's consent, and may share information about the Borrower and the Loan with any actual or potential transferee. The Borrower may not assign or transfer any of its obligations under this Note without the Lender's prior written consent.

This Note is the entire agreement between the parties about the Loan and replaces all earlier discussions and agreements about it.

This Note may be changed only by a written document signed by both parties.

If any part of this Note is found to be invalid or unenforceable, that part will be limited to the minimum extent necessary, and the rest of this Note will remain in full effect.

Time is of the essence for every payment and every obligation of the Borrower under this Note.

If this Note is lost, stolen, destroyed, or damaged, the Borrower will sign a replacement note on the same terms upon receiving the Lender's written statement of the loss and, if the Lender requests, the Lender's promise to cover any loss the Borrower suffers from the original Note being presented later.

This Note may be signed electronically and in counterparts, each of which is an original and all of which together are one document. Headings are for convenience only and do not affect the meaning of this Note.