Promissory Note - Simple - Florida

PROMISSORY NOTE (SIMPLE COMMERCIAL NOTE — FLORIDA)

THIS NOTE IS NOT NEGOTIABLE AND IS NOT AN INSTRUMENT GOVERNED BY CHAPTER 673, FLORIDA STATUTES. Fla. Stat. § 673.1041(4).

I. DOCUMENT HEADER

Date: [EFFECTIVE DATE]

Borrower: [BORROWER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE], with its principal place of business at [ADDRESS] ("Borrower").

Lender: [LENDER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE], with its principal place of business at [ADDRESS] ("Lender").

Recitals
A. Borrower has requested that Lender extend credit in the principal amount of [PRINCIPAL AMOUNT] United States Dollars ("USD").
B. Lender is willing to make such loan on the terms set forth in this Promissory Note (this "Note").
C. This Note is an unsecured, nonnegotiable written obligation to pay money. It contains undertakings beyond payment and therefore does not claim negotiable-instrument status under Florida Statutes section 673.1041(1).

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

II. DEFINITIONS

For purposes of this Note, terms shall have the meanings set forth below.

"Business Day" - Any day other than a Saturday, Sunday, or legal holiday in the State of Florida on which commercial banks are open for business.
"Event of Default" - Any event specified in Section VI.
"Interest Rate" - [___]% per annum, calculated on the basis of a 360-day year for the actual number of days elapsed, unless otherwise required by applicable law, and in all cases subject to the Florida usury limitations described in Section III.6.
"Maturity Date" - [DATE ON WHICH ALL OUTSTANDING PRINCIPAL AND INTEREST ARE DUE AND PAYABLE].
"Outstanding Amount" - The unpaid principal balance of this Note together with accrued and unpaid lawful interest and any court-awarded or contractually recoverable collection costs payable hereunder.

III. OPERATIVE PROVISIONS

3.1 Promise to Pay. Borrower promises to pay Lender the Principal Amount, together with lawful accrued interest, in lawful money of the United States and in accordance with the payment terms herein.

3.2 Interest. Interest shall accrue on the unpaid principal balance at the Interest Rate from the date hereof until paid in full. Upon the occurrence and during the continuance of an Event of Default, the rate applied to unpaid principal shall increase by [DEFAULT RATE INCREASE, e.g., 4%] (the "Default Rate"), subject to Section III.6. This clause does not authorize compounding unless a separately reviewed provision expressly and lawfully provides for it.

3.3 Payment Terms.
(a) Scheduled Payments. Borrower shall make [monthly/quarterly/annual] payments of [PAYMENT AMOUNT] commencing on [FIRST PAYMENT DATE] and continuing on each Payment Date thereafter until the Maturity Date, at which time the Outstanding Amount shall be due and payable in full.
(b) Method of Payment. Payments shall be made by ACH debit or wire transfer to an account designated in writing by Lender, in immediately available funds, without set-off or deduction.
(c) Application of Payments. Unless otherwise directed by Lender, payments shall be applied first to accrued interest, then to fees and expenses, and finally to principal.

3.4 Prepayment. Borrower may prepay all or any portion of the Outstanding Amount at any time without premium or penalty; provided, that any partial prepayment shall be accompanied by all accrued interest on the principal prepaid.

3.5 Conditions Precedent. Lender's obligation to fund is conditioned upon (i) execution and delivery of this Note, (ii) delivery of Borrower's organizational authority documents, and (iii) absence of an Event of Default existing before funding.

3.6 Florida Usury Compliance. Interest for Florida usury purposes can include interest, default interest, and other charges or value treated as interest under Florida Statutes chapter 687. Unless a statutory exemption applies, sections 687.02 and 687.03 generally cap a loan of $500,000 or less at the equivalent of 18 percent per annum simple interest; an obligation exceeding $500,000 is subject to the criminal-usury thresholds in section 687.071, including the prohibition on a rate exceeding 25 percent per annum. The Interest Rate, Default Rate, and all other interest-equivalent charges must be completed and reviewed together against the limit applicable to the actual transaction.

3.7 Savings and Correction. No clause authorizes Lender to contract for, reserve, take, or receive unlawful interest. Any amount exceeding the lawful limit is not owed and must be corrected and refunded as required by law. The parties acknowledge that a savings clause does not replace transaction-specific usury review and that the statutory cure in section 687.04(2) has timing and notice conditions.

3.8 Florida Documentary Stamp Tax. The parties shall determine and timely pay the tax imposed by Florida Statutes section 201.08. For a taxable unsecured note made, executed, or delivered in Florida, the current statutory rate is $0.35 per $100 or fraction thereof of the indebtedness, capped at $2,450 for the document.

Documentary stamp tax calculation: $[____________]

☐ Paid directly on this Note / through the required filing method

☐ Paid on another document evidencing the same primary debt; document and payment reference: [____________]

☐ Exemption applies; exact statutory basis: [____________]

IV. REPRESENTATIONS & WARRANTIES

Borrower represents and warrants to Lender as of the date hereof and on each date funds are advanced:

4.1 Organization & Authority. Borrower is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has full power to execute and deliver this Note.

4.2 Due Authorization; Enforceability. The execution, delivery, and performance of this Note have been duly authorized and constitute Borrower's obligation to the extent enforceable under applicable law.

4.3 No Conflicts. The execution and performance of this Note do not violate any organizational document, material contract, law, or court order applicable to Borrower.

4.4 Solvency. After giving effect to the transactions contemplated hereby, Borrower is solvent and able to pay its debts as they become due.

4.5 Compliance with Laws. Borrower is in compliance in all material respects with all applicable laws and regulations.

The representations and warranties shall survive until the Outstanding Amount is paid in full.

V. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants. Until payment in full of the Outstanding Amount, Borrower shall:
(a) timely pay all principal, lawful interest, and other amounts due under this Note;
(b) maintain its legal existence and good standing in its jurisdiction of organization;
(c) keep adequate books and records and permit Lender reasonable access thereto upon advance written notice; and
(d) promptly notify Lender of any Event of Default or material adverse change.

5.2 Negative Covenants. Borrower shall not, without Lender's prior written consent:
(a) incur any indebtedness senior to or pari passu with this Note (other than trade debt incurred in the ordinary course);
(b) merge, consolidate, or sell substantially all of its assets;
(c) create or permit any lien on its assets other than the following disclosed permitted liens: [____________]; or
(d) make any restricted payments or distributions that would impair its ability to pay amounts owing hereunder.

VI. DEFAULT & REMEDIES

6.1 Events of Default. The occurrence of any of the following shall constitute an Event of Default:
(a) Payment Default. Failure to pay any principal, interest, or other amount when due under this Note;
(b) Covenant Default. Failure to perform any covenant set forth in Section V, which continues unremedied for [10] Business Days after written notice;
(c) Misrepresentation. Any representation or warranty proves untrue in any material respect;
(d) Insolvency. Borrower becomes insolvent, admits inability to pay debts, makes a general assignment for the benefit of creditors, or commences any bankruptcy or similar proceeding; or
(e) Cross-Default. Default under any other indebtedness of Borrower in excess of [THRESHOLD AMOUNT].

6.2 Remedies. Upon the occurrence and during the continuance of an Event of Default, and subject to every notice, cure, defense, stay, or other requirement imposed by this Note or applicable law, Lender may:
(a) declare the Outstanding Amount immediately due and payable (acceleration);
(b) bring an action to enforce this Note, subject to any notice, cure, defense, or other requirement imposed by this Note or applicable law; and
(c) seek reasonable collection costs and attorneys' fees as provided in this Note and permitted by Florida Statutes sections 687.05 and 687.06.

6.3 Cure Periods. Where cure periods are provided, Lender's rights and remedies shall be suspended only for such cure period.

VII. RISK ALLOCATION

7.1 Collection Costs. Borrower shall pay only those reasonable collection costs and attorneys' fees that this Note validly shifts and that applicable law permits or a court awards. This provision does not require indemnification of Lender for Lender's own unlawful conduct.

7.2 No Waiver of Mandatory Rights. Nothing in this Note limits liability or waives a defense, remedy, penalty, or other right that applicable law makes nonwaivable, including rights and remedies arising from usury or unlawful collection conduct.

7.3 Force Majeure. Neither party shall be liable for failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, war, pandemic, or governmental action, provided such party promptly notifies the other and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws rules.

8.2 Forum and Venue. An action arising from this Note may be brought only in a court with subject-matter jurisdiction and a venue permitted by applicable law. The parties may identify a proposed Florida county for counsel's review: [COUNTY, FLORIDA].

8.3 Arbitration. This form does not include an arbitration agreement.

8.4 Jury Trial. This form does not include a jury-trial waiver.

8.5 No Collateral Remedy. This is an unsecured note. It does not grant a security interest or a contractual right to seize or preserve collateral.

IX. GENERAL PROVISIONS

9.1 Amendments and Waivers. No amendment or waiver of any provision of this Note shall be effective unless in writing and signed by Borrower and Lender.

9.2 Assignment. Borrower may not assign or delegate its obligations without Lender's prior written consent. Lender may assign its contractual rights under this nonnegotiable Note only subject to applicable law and any defenses or claims that remain available against an assignee.

9.3 Successors and Assigns. This Note shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

9.4 Severability. Any provision of this Note held unenforceable shall be severed, and the remaining provisions shall remain in full force, with the unenforceable provision reformed to the minimum extent necessary to effectuate the parties' intent.

9.5 Integration. This Note constitutes the entire agreement between the parties with respect to the loan evidenced here and supersedes prior agreements, oral or written, concerning that loan.

9.6 Counterparts; Electronic Signatures. The parties agree to conduct this transaction by electronic means for purposes of Florida Statutes section 668.50. This Note may be executed in counterparts, and an electronic signature attributable to a party has the effect provided by the parties' agreement and applicable law.

9.7 Notice. All notices shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, or emailed with confirmation, to the addresses first listed above (or such other address as may be designated in writing).

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Promissory Note effective as of the date first written above.

Borrower:
_____________________________________
Name: ________________________________
Title: ________________________________

[Seal, if applicable]

Lender:
_____________________________________
Name: ________________________________
Title: ________________________________

[Optional notary acknowledgment if counsel determines one is appropriate]

SOURCES AND REFERENCES

• Florida Senate, 2025 Florida Statutes § 673.1041: https://www.flsenate.gov/Laws/Statutes/2025/673.1041
• Florida Senate, 2025 Florida Statutes chapter 687: https://www.flsenate.gov/Laws/Statutes/2025/Chapter687/All
• Florida Senate, 2025 Florida Statutes § 201.08: https://www.flsenate.gov/Laws/Statutes/2025/201.08
• Florida Senate, 2025 Florida Statutes § 668.50: https://www.flsenate.gov/Laws/Statutes/2025/668.50
• Florida Legislature, HB 515 / chapter 2025-92 (current UCC and electronic-transaction amendments incorporated in the cited 2025 sections): https://www.flsenate.gov/Session/Bill/2025/515