Secured Promissory Note Template, Free Download 2026

This Secured Promissory Note (the "Note") is executed and delivered as of [____________] (the "Effective Date") by [____________] (the "Maker"), whose principal address is [____________], to and in favor of [____________] (the "Payee"), whose principal address is [____________]. This Note evidences a loan (the "Loan") made by Payee to Maker and is secured by the collateral described in Article V hereof, pursuant to that certain Security Agreement of even date herewith (the "Security Agreement").

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Security Agreement. "Obligations" means all indebtedness, liabilities, and obligations of Maker to Payee arising under this Note, the Security Agreement, and any related documents, whether now existing or hereafter arising, direct or indirect, absolute or contingent, and whether for principal, interest, fees, costs, expenses, indemnities, or otherwise.

For value received, Maker unconditionally promises to pay to the order of Payee the principal sum of [$__________] (the "Principal Amount"), together with accrued interest thereon, in lawful money of the United States. The Principal Amount represents the aggregate amount advanced by Payee to Maker as of the Effective Date, receipt and sufficiency of which are hereby acknowledged by Maker.

All payments under this Note shall be made to Payee by wire transfer, ACH, or certified check at the address or account specified by Payee in writing. Payments received after 2:00 p.m. (local time at Payee's designated location) on any Business Day, or on any day that is not a Business Day, shall be deemed received on the next succeeding Business Day. Each payment shall be applied first to Late Charges and costs, then to accrued interest, and finally to principal.

The outstanding Principal Amount shall bear interest at a fixed annual rate of [____]% per annum (the "Contract Rate"), calculated on the basis of a 360-day year and actual days elapsed, from and including the Effective Date to but excluding the date of repayment in full. In the event that the Contract Rate exceeds the maximum rate permitted under applicable usury laws of the State of [____________], the rate shall be reduced to such maximum lawful rate, and any excess interest previously collected shall be credited against the outstanding Principal Amount.

Upon the occurrence and during the continuance of any Event of Default (as defined in Article VII), the outstanding Principal Amount and, to the extent permitted by applicable law, all other amounts due hereunder shall bear interest at a rate equal to the lesser of (a) the Contract Rate plus [____]% per annum, or (b) the maximum rate permitted by applicable law (the "Default Rate"). Interest at the Default Rate shall accrue from the date of the Event of Default until all Obligations are paid in full.

Maker shall repay the Principal Amount and accrued interest in [____] consecutive [monthly/quarterly] installments of [$__________] each, commencing on [____________] and continuing on the [____] day of each successive [month/quarter] thereafter. The final installment shall be due and payable on [____________] (the "Maturity Date"), at which time all remaining principal, accrued interest, and all other amounts due under this Note shall be due and payable in full.

A late charge of [____]% of the overdue installment amount shall be assessed on any payment not received within [____] calendar days of its due date (the "Late Charge"). Maker acknowledges that the Late Charge constitutes a reasonable estimate of the administrative costs, inconvenience, and expense incurred by Payee as a result of late payment, and does not constitute a penalty. The Late Charge shall be payable immediately upon demand and shall be in addition to, not in lieu of, any Default Rate interest.

Maker may prepay this Note in whole or in part at any time upon [____] days' prior written notice to Payee, without prepayment premium or penalty. Partial prepayments shall be applied in inverse order of maturity to scheduled principal payments. Accrued interest on the amount prepaid shall be due and payable on the prepayment date. No partial prepayment shall postpone or reduce the amount of any scheduled installment unless Payee otherwise agrees in writing.

This Note is secured by a first-priority security interest in the following property of Maker (collectively, the "Collateral"): [____________], as more particularly described in the Security Agreement executed contemporaneously herewith. Maker hereby grants to Payee a continuing security interest in the Collateral pursuant to Article 9 of the Uniform Commercial Code as adopted in the State of [____________] (the "UCC") to secure the prompt and complete payment and performance of all Obligations.

Maker represents and warrants that: (a) Maker is the sole owner of the Collateral, free and clear of all liens, security interests, encumbrances, and claims of any kind, except the security interest granted herein; (b) Maker has full power and authority to grant the security interest in the Collateral; (c) no financing statement, security agreement, or other lien instrument covering all or any part of the Collateral is on file in any public office; and (d) the Collateral is located at [____________] and shall not be removed therefrom without Payee's prior written consent.

Maker hereby authorizes Payee to file one or more UCC financing statements (and any amendments, continuations, or renewals thereof) in any jurisdiction deemed necessary or desirable by Payee to perfect and maintain the perfection of Payee's security interest in the Collateral, without Maker's signature to the extent permitted by applicable law. Maker shall execute and deliver any additional documents, instruments, or agreements as Payee may reasonably request to evidence, perfect, or protect Payee's security interest in the Collateral.

Maker shall not create, incur, assume, or permit to exist any lien, security interest, or other encumbrance on the Collateral, other than the security interest granted herein and Permitted Liens (as defined in the Security Agreement), without Payee's prior written consent. Maker shall maintain the Collateral in good condition and repair, shall not permit any waste or impairment thereof, and shall maintain adequate insurance coverage on the Collateral as required by the Security Agreement, naming Payee as loss payee or additional insured, as applicable.

Each of the following shall constitute an "Event of Default" under this Note: (a) failure by Maker to make any payment of principal, interest, or other amount within [____] days of when due; (b) any material breach of any representation, warranty, covenant, or obligation of Maker under this Note or the Security Agreement; (c) the filing of a voluntary or involuntary petition in bankruptcy by or against Maker under Title 11 of the United States Code, or any state insolvency proceeding; (d) the sale, transfer, encumbrance, or disposition of all or any material portion of the Collateral without Payee's prior written consent; (e) any material adverse change in Maker's financial condition that, in Payee's reasonable judgment, impairs Maker's ability to perform the Obligations.

Upon the occurrence of any Event of Default, Payee shall have, in addition to all other rights and remedies under this Note and the Security Agreement, all rights and remedies of a secured party under the UCC, including the right to take possession of the Collateral, to require Maker to assemble the Collateral at a place designated by Payee, and to sell or otherwise dispose of the Collateral in a commercially reasonable manner pursuant to UCC Section 9-610. Maker shall be liable for any deficiency remaining after the disposition of the Collateral.

Upon the occurrence of any Event of Default, Payee may, at its sole election, declare all unpaid principal, accrued interest, Late Charges, and all other Obligations immediately due and payable without further notice or demand, except as required by applicable law. Upon the occurrence of an Event of Default described in Section 7.1(c), all Obligations shall be automatically accelerated without any action by Payee. Following acceleration, Payee may proceed to enforce its rights and remedies under this Note, the Security Agreement, and applicable law.

Payee's exercise of any right or remedy hereunder shall not preclude the simultaneous or later exercise of any other right or remedy. No delay or omission by Payee in exercising any right or remedy shall operate as a waiver thereof. Maker acknowledges that upon acceleration, the entire Obligations shall bear interest at the Default Rate specified in Section 3.2 until paid in full.

The rights and remedies of Payee as provided in this Note, the Security Agreement, and by applicable law, including the UCC, shall be cumulative and concurrent, and may be pursued singly, successively, or together at the sole discretion of Payee. Payee may apply the proceeds of any Collateral disposition in the following order: (a) to the payment of all costs and expenses of retaking, holding, preparing for sale, selling, and disposing of the Collateral, including reasonable attorneys' fees; (b) to accrued and unpaid interest and Late Charges; (c) to the outstanding Principal Amount; and (d) to any other Obligations. Any surplus shall be returned to Maker.

Maker hereby waives presentment, demand, notice of dishonor, protest, and all other notices in connection with this Note, to the fullest extent permitted by the UCC and other applicable law. Maker agrees to pay all costs of collection, including reasonable attorneys' fees, whether or not suit is instituted, and all costs of any action or proceeding to enforce this Note or the Security Agreement, including fees incurred on appeal or in any bankruptcy or insolvency proceeding.

This Note shall be governed by and construed in accordance with the laws of the State of [____________], including the UCC as adopted in such State, without giving effect to conflict of laws principles. Maker consents to the exclusive jurisdiction of the state and federal courts sitting in [____________] County, [____________], and waives any objection based on venue, inconvenient forum, or lack of personal jurisdiction in any such action or proceeding.

If any provision of this Note is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby. This Note constitutes the entire agreement between Maker and Payee with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements relating thereto.