[{"data":1,"prerenderedAt":528},["ShallowReactive",2],{"document-security-agreement-and-promissory-note-D912":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":527},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"SECURITY AGREEMENT AND PROMISSORY NOTE This Security Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [SECURED PARTY NAME] (the \"Secured Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Debtor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] For value received, the undersigned Debtor, promises to pay to the order of [name], together with any other holder of this note (\"Secured Party\"), at its office at [address], [amount], with interest at the rate of [%] per annum. Payment shall be made in successive equal monthly installments of [amount], except the final Installment, which shall be the balance due on this note. Each such Installment is payable on the [day] of each month, commencing on [date]. SECURITY To secure the payment of this note [if appropriate, add: and all other obligations of Debtor to Secured Party, its successors and assigns, however created, whether direct or indirect, absolute or contingent, or now or later existing, Debtor grants to Secured Party a security interest in the following property and all accessories, parts, and equipment now or later affixed to the same: (describe Collateral)]. [If appropriate, add: To further secure the payment of this note, Secured Party shall have a lien on and recourse to any property belonging to Debtor that now or later is in the possession or control of Secured Party.] Such property shall be in this agreement collectively referred to as \"Collateral.\" WARRANTIES AND COMMITMENTS Debtor warrants and agrees that: To the extent, if any, that Debtor advises Secured Party that any of Collateral is being acquired with the proceeds of the note, such proceeds may be disbursed by Secured Party directly to the seller of such Collateral. Collateral, other than any part of Collateral that prior to the execution of this agreement Debtor advises Secured Party in writing consists of equipment normally used in more than one state, shall be kept at the address of Debtor shown above and shall not be moved without the prior written consent of Secured Party, [if appropriate, add: except, in the case of motor vehicles, for temporary and ordinary use in (state)]. If any of Collateral shall consist of equipment of a type normally used in more than one State, whether or not actually so used, Debtor shall immediately give written notice to Secured Party of any change in the principal place of business of Debtor, and of any use of any such Collateral in any State other than a State that Debtor has previously advised Secured Party that Debtor would use Collateral. Such Collateral will not, unless Secured Party shall otherwise consent in writing, be used outside the territorial limits of the [country]. Debtor has, or immediately will acquire, full title to Collateral, and shall at all times keep Collateral free of all liens and claims whatsoever, other than the security interest under this note and agreement. No financing statement covering any of the Collateral is on file in any public office, and Debtor shall from time to time, at the request of Secured Party, execute or join in executing such financing statement and other documents, pay the cost of filing or recording the statement and documents in all public offices deemed necessary by Secured Party, and do such other acts as Secured Party may request to perfect, establish and maintain a valid security interest in Collateral, including, but not limited to, deposit with Secured Party of any certificate of title issuable with respect to any of Collateral and notation on the certificate of the security interest under this note and agreement. Debtor shall not sell, transfer, lease or otherwise dispose of any of Collateral or any interest in Collateral except with the prior written consent of Secured Party. Debtor shall at all times keep Collateral in good order and repair, excepting any loss, damage or destruction that is fully covered by proceeds of insurance or that results from ordinary use. Debtor shall at all times keep Collateral insured against loss, damage, theft and other risks, in such amounts, with such companies and under such policies and in such form as shall be satisfactory to Secured Party. Such policies shall provide that loss under the policy shall be payable to Secured Party as its interest may appear, and Secured Party may apply any proceeds of such insurance that may be received by Secured Party to payment of any of the liabilities of Debtor to Secured Party regardless of whether due. Such application of proceeds may be made in such order as Secured Party determines proper. Such policies of insurance shall, if secured parties so request, be deposited with Secured Party. Secured party may examine and inspect Collateral or any part of the same, wherever located, at any reasonable time. USE OF COLLATERAL Until default under this note and agreement, Debtor may have possession of Collateral and use the same in any lawful manner not inconsistent with this note and agreement or with any policy of insurance on any of Collateral. REIMBURSEMENT OF EXPENSES",null,"Security Agreement and Promissory Note","4",51,"doc","https://templates.business-in-a-box.com/imgs/1000px/security-agreement-and-promissory-note-D912.png","https://templates.business-in-a-box.com/imgs/250px/912.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#912.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"security agreement promissory note","Security Agreement and Promissory Note Template","https://templates.business-in-a-box.com/imgs/400px/912.png","https://templates.business-in-a-box.com/imgs/600px/912.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":17,"url":18},{"label":32,"url":33},"Loans & Promissory Notes","/templates/loans-and-promissory-notes/",[35,39,43,47,51,55,59,63,67,71,75,79,83,102,117,134,149,164],{"label":36,"url":37,"thumb":38,"extension":10},"Promissory Note","/template/promissory-note-D434","https://templates.business-in-a-box.com/imgs/250px/434.png",{"label":40,"url":41,"thumb":42,"extension":10},"Guarantee of Claim Promissory Note","/template/guarantee-of-claim-promissory-note-D884","https://templates.business-in-a-box.com/imgs/250px/884.png",{"label":44,"url":45,"thumb":46,"extension":10},"Secured Lumpsum Promissory Note Agreement","/template/secured-lumpsum-promissory-note-agreement-D13041","https://templates.business-in-a-box.com/imgs/250px/13041.png",{"label":48,"url":49,"thumb":50,"extension":10},"Promissory Note Line of Credit","/template/promissory-note-line-of-credit-D435","https://templates.business-in-a-box.com/imgs/250px/435.png",{"label":52,"url":53,"thumb":54,"extension":10},"Promissory Note With Acknowledgment","/template/promissory-note-with-acknowledgment-D437","https://templates.business-in-a-box.com/imgs/250px/437.png",{"label":56,"url":57,"thumb":58,"extension":10},"Collection Letter_Following Promissory Note","/template/collection-letter_following-promissory-note-D196","https://templates.business-in-a-box.com/imgs/250px/196.png",{"label":60,"url":61,"thumb":62,"extension":10},"Demand to Pay Promissory Note","/template/demand-to-pay-promissory-note-D207","https://templates.business-in-a-box.com/imgs/250px/207.png",{"label":64,"url":65,"thumb":66,"extension":10},"Movable Hypothec Promissory Note","/template/movable-hypothec-promissory-note-D432","https://templates.business-in-a-box.com/imgs/250px/432.png",{"label":68,"url":69,"thumb":70,"extension":10},"Promissory Note With Acceleration Clause","/template/promissory-note-with-acceleration-clause-D436","https://templates.business-in-a-box.com/imgs/250px/436.png",{"label":72,"url":73,"thumb":74,"extension":10},"Security Agreement","/template/security-agreement-D915","https://templates.business-in-a-box.com/imgs/250px/915.png",{"label":76,"url":77,"thumb":78,"extension":10},"Letter of Default on Promissory Note","/template/letter-of-default-on-promissory-note-D431","https://templates.business-in-a-box.com/imgs/250px/431.png",{"label":80,"url":81,"thumb":82,"extension":10},"Demand for Payment on Installment Promissory Note","/template/demand-for-payment-on-installment-promissory-note-D428","https://templates.business-in-a-box.com/imgs/250px/428.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":92,"url":101},"LOAN AGREEMENT This Loan Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Promise to Pay Within [NUMBER] months from today, Borrower promises to pay to Lender the sum of [AMOUNT], and interest and other charges stated below. Responsibility Although this Agreement may be signed below by more than one person, Borrower understands that both parties are individuals responsible for paying back the full amount. Breakdown of Loan Amount of Loan: Other (Describe): Amount Financed: Finance Charge: Total of Payments: Annual Rate: Repayment Borrower will repay the amount of this note in [NUMBER] equal uninterrupted monthly installments of [AMOUNT] each on the [DAY] of each month starting on the [DATE], and ending on [DATE]. Prepayment Borrower has the right to prepay the whole outstanding amount at any time","Loan Agreement","2",513,"https://templates.business-in-a-box.com/imgs/1000px/loan-agreement-D417.png","https://templates.business-in-a-box.com/imgs/250px/417.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#417.xml",{"title":92,"description":6},"loan agreement",[94,97,100],{"label":95,"url":96},"Finance & Accounting","finance-accounting",{"label":98,"url":99},"Business Loans","business-loan",{"label":98,"url":99},"/template/loan-agreement-D417",{"description":103,"descriptionCustom":6,"label":104,"pages":86,"size":87,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":116},"PERSONAL GUARANTEE This Personal Guarantee (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Guarantor\"), an individual with his main address located at: [YOUR COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] I, [NAME OF GUARANTOR], residing at [COMPLETE ADDRESS], hereby personally and solidarity guarantee all of the obligations of [YOUR COMPANY NAME] and agree to be bound solidarity with [YOUR COMPANY NAME] for the prompt performance of [YOUR COMPANY NAME]'s obligations under that certain [SPECIFY] Agreement dated [DATE] (the \"Agreement\") between [YOUR COMPANY NAME] and [COMPANY NAME], including without limitation the payment of all goods, wares and merchandise as [YOUR COMPANY NAME] may from time to time select and purchase on credit from [COMPANY NAME], and hereby expressly renounce to the benefits of division and discussion. Furthermore, I agree that waive may extend the time for payment of any amounts owing to it by waive and/or may waive any default by waive without it in any way lessening or limiting my liability hereunder. Notwithstanding the foregoing, my guarantee hereunder to pay any and all amounts owing by [YOUR COMPANY NAME] to [COMPANY NAME] shall be limited to the sum of [AMOUNT] OR [%] of such outstanding amount.","Personal Guarantee","https://templates.business-in-a-box.com/imgs/1000px/personal-guarantee-D405.png","https://templates.business-in-a-box.com/imgs/250px/405.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#405.xml",{"title":109,"description":6},"personal guarantee",[111,112,113],{"label":95,"url":96},{"label":98,"url":99},{"label":114,"url":115},"Guaranties & Collateral","guaranties-collateral","/template/personal-guarantee-D405",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":132,"url":133},"TABLE OF CONTENTS Pages 1. INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[127,129],{"label":17,"url":128},"business-legal-agreements",{"label":130,"url":131},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",{"description":135,"descriptionCustom":6,"label":136,"pages":137,"size":87,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":143,"keywords":142,"url":148},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":142,"description":6},"non disclosure agreement nda",[144,145],{"label":17,"url":128},{"label":146,"url":147},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":153,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":158,"keywords":162,"url":163},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[159],{"label":160,"url":161},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":165,"descriptionCustom":6,"label":166,"pages":167,"size":87,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":173,"keywords":178,"url":179},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: demand for extension of payment date Dear [Contact name], This will acknowledge our telephone conversation of this date. As was stated in our letter dated [Date], we should be receiving our financing by [Date].","Demand for Extension of Payment Date","1","https://templates.business-in-a-box.com/imgs/1000px/demand-for-extension-of-payment-date-D444.png","https://templates.business-in-a-box.com/imgs/250px/444.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#444.xml",{"title":172,"description":6},"demand for extension of payment date",[174,175],{"label":95,"url":96},{"label":176,"url":177},"Administration","business-administration","demand for extension payment date","/template/demand-for-extension-of-payment-date-D444",false,{"seo":182,"reviewer":192,"legal_disclaimer":196,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":228,"glossary":254,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":457,"diy_vs_lawyer":471,"jurisdictions":484,"related_template_ids_curated":505,"schema":514,"classification":515},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186},"Security Agreement and Promissory Note Template (Free Word)","Free security agreement and promissory note template covering loan terms, collateral, default, and remedies. Used in 190+ countries. Free Word and PDF download.","security agreement and promissory note template",[187,188,189,190,191],"promissory note with collateral template","business loan agreement template","security agreement template word","secured loan agreement template free","promissory note template word",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":198,"legal_review_recommended":196,"signature_required":196,"notarization_required":180},"advanced",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"A Security Agreement and Promissory Note is a two-part legally binding document that combines a borrower's unconditional promise to repay a loan with a lender's right to claim specific collateral if the borrower defaults. This free Word download lets you define the loan amount, repayment schedule, interest rate, and pledged assets in a single document you can edit online and export as PDF for execution.\n","Use it any time a lender extends credit to a borrower and wants a perfected security interest in business or personal assets — equipment, inventory, accounts receivable, or intellectual property — as protection against non-payment. It is equally appropriate for private business loans, seller financing, and intra-company lending arrangements.\n","The promissory note portion sets out the principal amount, interest rate, repayment schedule, and default remedies. The security agreement portion describes the collateral in detail, grants a security interest, and specifies the lender's rights upon default — including repossession and UCC filing provisions.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Private lenders and investors","Documenting a secured loan to a business or individual borrower","persona-investor",{"title":209,"use_case":210,"icon_asset_id":211},"Small business owners","Borrowing from a private party using equipment or inventory as collateral","persona-small-business-owner",{"title":213,"use_case":214,"icon_asset_id":215},"Sellers offering seller financing","Structuring a business sale where the buyer pays over time with assets pledged","persona-business-seller",{"title":217,"use_case":218,"icon_asset_id":219},"Startup founders","Securing a bridge loan from an angel investor with IP or equipment as collateral","persona-startup-founder",{"title":221,"use_case":222,"icon_asset_id":223},"CFOs and finance directors","Formalizing intercompany loans between subsidiaries with enforceable collateral terms","persona-cfo",{"title":225,"use_case":226,"icon_asset_id":227},"Real estate and equipment lessors","Lending against tangible assets where a UCC filing is needed to establish priority","persona-operations-director",[229,232,236,240,243,247,251],{"situation":230,"recommended_template":36,"slug":231},"Simple unsecured loan between individuals or businesses","promissory-note-D434",{"situation":233,"recommended_template":234,"slug":235},"Real estate purchase with seller-financed mortgage","Mortgage Agreement","mortgage-D1183",{"situation":237,"recommended_template":238,"slug":239},"Business acquisition with deferred purchase price payments","Business Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":241,"recommended_template":85,"slug":242},"Short-term working capital loan with no collateral","loan-agreement-D417",{"situation":244,"recommended_template":245,"slug":246},"Equipment purchase financed by the equipment seller","Equipment Financing Agreement","financing-agreement-D877",{"situation":248,"recommended_template":249,"slug":250},"Line of credit secured by accounts receivable","Credit Agreement","credit-agreement-D416",{"situation":252,"recommended_template":253,"slug":242},"Personal loan between family members or friends with repayment schedule","Personal Loan Agreement",[255,257,260,263,266,269,272,275,278,281,284],{"term":36,"definition":256},"A written, unconditional promise by the borrower to pay a specific sum to the lender on demand or on a defined schedule.",{"term":258,"definition":259},"Security Interest","A lender's legal right to take possession of or sell pledged collateral if the borrower fails to repay the loan.",{"term":261,"definition":262},"Collateral","The specific assets — equipment, inventory, accounts receivable, IP, or other property — pledged by the borrower to secure repayment of the loan.",{"term":264,"definition":265},"UCC Financing Statement (UCC-1)","A public filing under the Uniform Commercial Code that gives notice to other creditors that a lender has a security interest in the borrower's assets.",{"term":267,"definition":268},"Perfection","The legal process by which a secured party establishes priority over other creditors in collateral — typically by filing a UCC-1 or taking physical possession.",{"term":270,"definition":271},"Default","Any failure by the borrower to comply with the terms of the note or security agreement — most commonly a missed payment, breach of covenant, or insolvency event.",{"term":273,"definition":274},"Acceleration Clause","A provision that makes the entire outstanding loan balance immediately due and payable upon the borrower's default.",{"term":276,"definition":277},"Recourse vs. Non-Recourse","Recourse loans allow the lender to pursue the borrower's personal assets beyond the collateral; non-recourse loans limit recovery solely to the pledged collateral.",{"term":279,"definition":280},"Senior vs. Junior Lien","The priority of a creditor's claim on collateral relative to other creditors — the first-filed or first-perfected security interest generally holds senior (first-priority) status.",{"term":282,"definition":283},"Debtor-in-Possession","A borrower who continues to use and control pledged collateral after granting a security interest, as permitted by most security agreements prior to default.",{"term":285,"definition":286},"Disposition of Collateral","The lender's right after default to sell, lease, or otherwise liquidate pledged assets and apply the proceeds to the outstanding loan balance.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties, Principal Amount, and Effective Date","Identifies the lender and borrower as legal entities, states the exact loan amount, and records the date the agreement takes effect.","This Security Agreement and Promissory Note ('Agreement') is entered into as of [DATE] between [LENDER LEGAL NAME] ('Lender') and [BORROWER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Borrower'). Borrower promises to pay to the order of Lender the principal sum of $[AMOUNT] (the 'Loan').","Using trade names instead of registered legal entity names — if the borrower defaults, enforcing the agreement or filing a UCC-1 against the wrong entity name can invalidate priority.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Interest Rate and Calculation Method","States the annual interest rate, whether it is fixed or variable, and how interest accrues — typically on a 365-day or 360-day basis.","The outstanding principal balance shall bear interest at the rate of [X]% per annum, calculated on the basis of a 365-day year, accruing daily from the date of disbursement until paid in full.","Omitting whether the rate is fixed or variable and failing to reference the applicable index for floating rates — borrowers and lenders end up in dispute over what rate applies after each adjustment period.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Repayment Schedule and Maturity Date","Sets out when and how the borrower repays — installment amounts, frequency, balloon payment if any, and the final maturity date.","Borrower shall repay the Loan in [NUMBER] consecutive monthly installments of $[AMOUNT], commencing on [DATE], with a final balloon payment of all outstanding principal and accrued interest due on [MATURITY DATE].","Leaving payment dates vague as 'monthly' without a fixed calendar date — disagreements about when payment is late trigger unnecessary disputes and complicate default calculations.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Description of Collateral","Specifically describes every asset pledged as security — using serial numbers, account numbers, or defined categories like 'all inventory now owned or hereafter acquired.'","To secure full repayment of the Loan, Borrower grants Lender a first-priority security interest in the following collateral: [DESCRIBE ASSETS — e.g., all equipment listed in Schedule A, including serial numbers; all accounts receivable; all inventory now owned or hereafter acquired].","Using a generic description like 'all business assets' without specifics — overly broad descriptions can be challenged as insufficient notice to third parties, and some jurisdictions require itemized descriptions for certain asset classes.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Grant of Security Interest and UCC Filing Authorization","The borrower formally grants the security interest to the lender and authorizes the lender to file a UCC-1 financing statement to perfect that interest.","Borrower hereby grants to Lender a continuing security interest in the Collateral described herein. Borrower authorizes Lender to file one or more UCC financing statements in all jurisdictions Lender deems appropriate to perfect its security interest, without further signature from Borrower.","Not including explicit authorization to file UCC-1 statements — without this language, the lender may need the borrower to sign the UCC-1 separately, creating delays and gaps in perfection.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Representations and Covenants of Borrower","The borrower confirms that it owns the collateral free of other liens, will maintain it in good condition, will keep it insured, and will not sell or encumber it without lender consent.","Borrower represents that it has good and marketable title to the Collateral, free and clear of all liens except as disclosed to Lender. Borrower covenants to (a) maintain the Collateral in good repair; (b) insure the Collateral against loss or damage; and (c) not sell, transfer, or encumber the Collateral without Lender's prior written consent.","Omitting insurance obligations on tangible collateral — if equipment is destroyed and the borrower has no insurance, the lender's security interest is worthless and the remaining loan balance is unsecured.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Events of Default","Lists every condition that constitutes a default — missed payments, insolvency, breach of covenant, material adverse change — triggering the lender's remedies.","Each of the following shall constitute an Event of Default: (a) Borrower fails to make any payment within [X] days of its due date; (b) Borrower becomes insolvent or files for bankruptcy; (c) Borrower breaches any covenant herein and fails to cure within [X] days of written notice; (d) any representation proves materially false.","Defining default as any missed payment with no cure period — courts in some jurisdictions will not enforce acceleration where the lender gave no opportunity to cure a first-time payment failure.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Remedies Upon Default","States what the lender may do after an event of default — accelerate the loan, repossess and sell collateral, and apply proceeds to the outstanding balance — and whether the lender has recourse beyond the collateral.","Upon an Event of Default, Lender may (a) declare the entire unpaid principal and accrued interest immediately due and payable; (b) take possession of the Collateral with or without judicial process as permitted by law; and (c) sell, lease, or otherwise dispose of the Collateral in a commercially reasonable manner, applying net proceeds to the outstanding balance.","Failing to include 'commercially reasonable manner' language — UCC Article 9 requires commercially reasonable disposition of collateral; omitting this can expose the lender to liability and reduce the deficiency balance it can collect.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Governing Law and Jurisdiction","Specifies which state or country's law governs the agreement and where disputes will be resolved.","This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to conflict-of-laws principles. Any dispute shall be resolved in the courts of [COUNTY], [STATE], and the parties consent to personal jurisdiction therein.","Choosing a governing state with no meaningful connection to the transaction — several states impose consumer protection restrictions that apply regardless of the chosen governing law, particularly for loans to individuals.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Waiver of Presentment and Notice","The borrower waives certain common-law rights to formal demand, presentment, and protest before the lender can enforce the note — standard in commercial promissory notes.","Borrower waives presentment, demand, protest, and notice of dishonor. No delay or failure by Lender to exercise any right or remedy shall constitute a waiver of that right or remedy.","Omitting this clause in a commercial note — without it, the lender may be required to make formal demand at each payment cycle before enforcement, significantly slowing collection.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Enter the legal names and roles of both parties","Use the full registered legal name of the lender and borrower — not trade names or DBAs. Specify the borrower's entity type and state of formation.","Search your state's business registry to confirm the exact legal name before filling in this field — a name mismatch on a UCC-1 filing invalidates the filing in most states.",{"step":345,"title":346,"description":347,"tip":348},2,"Set the principal amount, interest rate, and effective date","Enter the exact loan amount in figures and words. Specify whether the interest rate is fixed or variable, the applicable rate, and the accrual basis (365-day or 360-day year).","For variable-rate loans, reference a specific published index (e.g., 'Prime Rate as published by the Wall Street Journal plus [X]%') rather than 'a market rate' to avoid disputes.",{"step":350,"title":351,"description":352,"tip":353},3,"Define the repayment schedule with specific calendar dates","Enter each installment amount, the day of the month payments are due, the first payment date, the number of payments, and the final maturity date. If there is a balloon payment, state it explicitly.","Include a simple amortization table as an attachment — it eliminates ambiguity and gives both parties a shared reference for every payment.",{"step":355,"title":356,"description":357,"tip":358},4,"Describe the collateral with maximum specificity","List every pledged asset by category, serial number, account number, or defined class. For personal property, use Schedule A as an attachment. For accounts receivable, describe the originating contracts or customer accounts.","For equipment collateral, photograph each item and attach the list with serial numbers — this prevents disputes about which assets are covered if the borrower later acquires additional equipment.",{"step":360,"title":361,"description":362,"tip":363},5,"Complete the representations and covenants section","Confirm that the borrower owns the collateral free and clear of other liens, and fill in insurance requirements — minimum coverage amount and the lender as additional insured.","Request a certificate of insurance naming you as additional insured before disbursing funds — not after the agreement is signed.",{"step":365,"title":366,"description":367,"tip":368},6,"Set cure periods and default triggers","Define how many days constitute a late payment (typically 5–10 days), what events trigger default automatically (insolvency, fraud), and which defaults allow a cure period before acceleration.","A 10-day cure period for first-time payment defaults is industry standard and significantly reduces the risk a court will refuse to enforce acceleration.",{"step":370,"title":371,"description":372,"tip":373},7,"Execute the agreement and file the UCC-1","Both parties sign before any funds are disbursed. File a UCC-1 financing statement with the Secretary of State in the borrower's state of organization within 5 days of execution to perfect the security interest.","UCC-1 filings lapse after 5 years — calendar a renewal reminder at year 4 to maintain perfected status throughout the loan term.",{"step":375,"title":376,"description":377,"tip":378},8,"Retain executed copies and confirm insurance","Store the fully executed original (or certified PDF) in a secure location. Obtain a copy of the borrower's insurance certificate showing the collateral is covered and you are named as additional insured.","Use Business in a Box Drive to store the executed agreement, UCC-1 confirmation, and insurance certificate together so all documents are accessible if default proceedings are needed.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Failing to file a UCC-1 financing statement","A security agreement alone does not perfect the lender's security interest. Without a UCC-1 filing, a subsequent creditor who files first can claim priority over the collateral, leaving the lender unsecured in a bankruptcy.","File the UCC-1 with the Secretary of State in the borrower's state of organization within 5 days of execution and retain the filing confirmation number as proof of priority date.",{"mistake":385,"why_it_matters":386,"fix":387},"Using vague or incomplete collateral descriptions","Courts have invalidated security interests where collateral is described only as 'all business assets' or 'equipment' without sufficient specificity — third parties challenging the lien have a colorable argument that the description provides inadequate notice.","Describe collateral by specific category, serial number, or defined class. Use Schedule A for tangible assets and list account numbers for financial assets.",{"mistake":389,"why_it_matters":390,"fix":391},"No cure period before acceleration","Triggering acceleration on the first missed payment with no cure window can result in a court refusing to enforce the provision, characterizing it as an unenforceable penalty rather than a legitimate remedy.","Include a 5-to-10-day written-notice cure period for first-time monetary defaults. Reserve immediate acceleration for insolvency, fraud, and material covenant breaches.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting the insurance covenant on tangible collateral","If pledged equipment is destroyed or stolen and the borrower carries no insurance, the lender's collateral is gone and the remaining balance becomes an unsecured claim — collecting nothing in a bankruptcy.","Require the borrower to maintain property insurance on the collateral at replacement value, name the lender as loss payee, and deliver a certificate of insurance before funds are disbursed.",{"mistake":397,"why_it_matters":398,"fix":399},"Choosing a governing law state with no connection to the transaction","Several states — and most consumer-protection regimes — apply local usury limits, disclosure requirements, and remedies rules regardless of what the contract specifies, potentially invalidating interest rates or repossession rights.","Select the state where the borrower is organized or where the collateral is located as the governing law, and confirm the agreed interest rate does not exceed that state's usury ceiling.",{"mistake":401,"why_it_matters":402,"fix":403},"Disbursing funds before both parties sign","A security interest attaches only after the agreement is authenticated, value is given, and the borrower has rights in the collateral. Disbursing before execution breaks the attachment chain and may leave the lender unsecured.","Execute the agreement in full, file the UCC-1, and confirm receipt of the borrower's insurance certificate before wiring or releasing any loan proceeds.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a security agreement and promissory note?","A security agreement and promissory note is a combined legal document in which the borrower makes an unconditional written promise to repay a loan (the promissory note portion) and pledges specific assets as collateral to secure that promise (the security agreement portion). Together, they give the lender both a contractual right to repayment and a property right in the collateral if the borrower defaults — enforceable separately from any personal liability.\n",{"question":409,"answer":410},"What is the difference between a promissory note and a security agreement?","A promissory note is a debt instrument — it records the borrower's unconditional promise to pay a specific amount on a specific schedule. A security agreement is a collateral instrument — it grants the lender a property interest in specific assets to back up that promise. A promissory note without a security agreement is unsecured debt; the security agreement converts it into a secured obligation with priority over the pledged assets in a bankruptcy or default.\n",{"question":412,"answer":413},"What types of collateral can be used in a security agreement?","Under UCC Article 9, the security agreement can cover most categories of personal property: equipment, inventory, accounts receivable, deposit accounts, instruments, investment property, intellectual property, and general intangibles. Real estate requires a separate mortgage or deed of trust rather than a UCC security agreement. For mixed transactions involving both personal and real property, the parties typically use both documents.\n",{"question":415,"answer":416},"Do I need to file a UCC-1 to make a security agreement enforceable?","The security agreement itself is enforceable between the parties without a UCC-1 filing. However, the UCC-1 is required to perfect the security interest — meaning to establish priority over other creditors, judgment lien holders, and a bankruptcy trustee. Without perfection, a later creditor who files a UCC-1 can leapfrog the earlier unrecorded security interest. File the UCC-1 in the borrower's state of organization within five days of execution to maximize priority protection.\n",{"question":418,"answer":419},"What happens if the borrower defaults on a secured promissory note?","Upon a defined event of default, the lender may accelerate the entire outstanding balance, making it immediately due. The lender then has the right under UCC Article 9 to take possession of the collateral — with or without judicial process in most states — and sell or lease it in a commercially reasonable manner. Net proceeds are applied to the outstanding balance; if a deficiency remains, the lender can pursue the borrower for the shortfall in a recourse transaction.\n",{"question":421,"answer":422},"Is a security agreement and promissory note legally required to be notarized?","Notarization is generally not required for a personal property security agreement or promissory note to be enforceable between the parties in most US states. However, some states require notarization for certain types of collateral (notably fixtures attached to real estate) or when the document will be recorded in a county real property registry. In Canada and the UK, witnessing requirements vary by province or jurisdiction — confirm local requirements before execution.\n",{"question":424,"answer":425},"What interest rate can I charge on a secured promissory note?","The maximum allowable interest rate — the usury ceiling — varies significantly by state. Most states allow parties to contract freely on commercial loans above $50,000 or $100,000, while lower-amount loans may be subject to usury limits ranging from 10% to 24% per annum depending on the state and loan type. Consumer loans are regulated more strictly than commercial ones. Confirm the applicable ceiling in the governing state before setting the rate.\n",{"question":427,"answer":428},"Can I use this document for an intercompany loan between related businesses?","Yes. A security agreement and promissory note is commonly used for intercompany and related-party loans to document terms formally, establish priority in a consolidated bankruptcy, and satisfy tax authority requirements that related-party transactions be conducted at arm's length. The document should reflect a commercially reasonable interest rate comparable to what an unrelated third-party lender would charge, and actual funds should flow between accounts to support the bona fide loan characterization.\n",{"question":430,"answer":431},"How long does a UCC-1 filing remain effective?","A UCC-1 financing statement is effective for five years from the date of filing. To maintain perfected status for loans with longer terms, the secured party must file a continuation statement within the six-month window before the five-year lapse date. Failure to continue the filing results in automatic lapse, and the security interest loses priority against subsequently perfected creditors and a bankruptcy trustee.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"Manufacturing and Equipment","industry-manufacturing","Equipment serial numbers are itemized in Schedule A; the lender files a UCC-1 fixture filing when equipment is attached to real property, in addition to the standard personal-property filing.",{"industry":438,"icon_asset_id":439,"specifics":440},"Retail and Wholesale Distribution","industry-retail","Inventory-based collateral typically uses an 'all inventory now owned or hereafter acquired' description, and the lender monitors inventory levels through periodic reporting covenants to guard against collateral depletion.",{"industry":442,"icon_asset_id":443,"specifics":444},"Technology and SaaS","industry-saas","Collateral often includes intellectual property, software licenses, and accounts receivable; IP assignments require care to avoid conflicting with existing license agreements or employee IP assignment clauses.",{"industry":446,"icon_asset_id":447,"specifics":448},"Professional Services and Consulting","industry-professional-services","Accounts receivable from client contracts serve as the primary collateral; the security agreement often includes a notification clause requiring the lender's consent before the borrower factors or assigns those receivables.",{"industry":450,"icon_asset_id":451,"specifics":452},"Real Estate and Construction","industry-construction","Construction equipment and tools are secured under UCC Article 9, while the land and improvements require a separate deed of trust or mortgage; both documents are often executed simultaneously at closing.",{"industry":454,"icon_asset_id":455,"specifics":456},"Financial Services and Lending","industry-fintech","Non-bank lenders and private credit funds use this combined document as the core instrument for small-business term loans, paired with a personal guarantee and subordination agreements where senior bank debt exists.",[458,462,465,468],{"vs":459,"vs_template_id":460,"summary":461},"Unsecured Promissory Note","promissory-note-D908","An unsecured promissory note records the borrower's repayment promise but grants no right to specific assets if the borrower defaults — the lender becomes a general unsecured creditor, typically recovering little in a bankruptcy. A secured promissory note paired with a security agreement gives the lender a priority claim on pledged collateral. Use the unsecured version only for small, low-risk loans between parties with strong existing relationships.",{"vs":85,"vs_template_id":463,"summary":464},"loan-agreement-D905","A standalone loan agreement typically governs complex, multi-draw credit facilities with financial covenants, representations, and conditions precedent. A security agreement and promissory note is a simpler, self-contained instrument suited to single-advance term loans where the borrower pledges specific collateral. For revolving lines of credit or syndicated lending, a full loan agreement with a separate security agreement is more appropriate.",{"vs":234,"vs_template_id":466,"summary":467},"D{MORTGAGE_AGREEMENT_ID}","A mortgage or deed of trust secures a loan against real property and is recorded in the county land registry rather than filed as a UCC-1. A security agreement governs personal property collateral under UCC Article 9. When a transaction involves both real and personal property — such as a commercial real estate purchase that includes equipment — both a mortgage and a security agreement are typically executed simultaneously.",{"vs":104,"vs_template_id":469,"summary":470},"personal-guarantee-D13424","A personal guarantee makes an individual (often a business owner) personally liable for a business debt, extending the lender's recourse to personal assets. A security agreement creates a right to specific pledged assets but does not automatically extend liability to the owner's personal estate. The two documents are complementary — lenders often require both a security agreement on business assets and a personal guarantee from the principal to maximize recovery options.",{"use_template":472,"template_plus_review":476,"custom_drafted":480},{"best_for":473,"cost":474,"time":475},"Private lenders and small businesses making straightforward secured term loans under $250,000 with clearly defined collateral","Free","30–45 minutes",{"best_for":477,"cost":478,"time":479},"Loans above $250,000, multi-asset collateral packages, intercompany transactions, or borrowers in regulated industries","$400–$800","2–4 days",{"best_for":481,"cost":482,"time":483},"Complex credit facilities, mezzanine lending, subordination arrangements, or transactions involving real and personal property collateral simultaneously","$2,000–$8,000+","1–3 weeks",[485,490,495,500],{"code":486,"name":487,"flag_asset_id":488,"note":489},"us","United States","flag-us","Personal property security interests are governed by UCC Article 9, adopted in all 50 states with minor variations. The lender perfects by filing a UCC-1 with the Secretary of State in the borrower's state of organization. Usury limits vary by state — most states exempt commercial loans above $50,000 from rate ceilings, but consumer loans face stricter limits. California, New York, and Texas each have nuances in remedies and notice requirements that warrant local counsel review for larger transactions.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"ca","Canada","flag-ca","Canadian personal property security is governed by provincial Personal Property Security Acts (PPSAs) rather than a federal UCC equivalent. Each province maintains its own PPSA registry; lenders must file in the province where the debtor is located or, for goods, where the collateral is situated. Quebec uses a different civil-law regime under the Civil Code of Québec, requiring a hypothec published at the Register of Personal and Movable Real Rights (RPMRR) rather than a PPSA registration. Interest-rate disclosure requirements under the Interest Act also apply to all loan documents.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"uk","United Kingdom","flag-uk","In England and Wales, a charge over personal property is generally created by a debenture or fixed/floating charge agreement rather than a US-style security agreement. Companies must register charges at Companies House within 21 days of creation or the charge is void against a liquidator and creditors. Scotland has a separate legal framework under Scots law. Consumer credit agreements are regulated by the Consumer Credit Act 1974 and require FCA authorization and specific prescribed forms for regulated consumer loans.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"eu","European Union","flag-eu","There is no EU-wide equivalent to UCC Article 9 — personal property security law is governed by each member state. Germany uses the Sicherungsübereignung (ownership transfer as security); France uses the gage commercial; the Netherlands uses a undisclosed pledge (stille verpanding). Cross-border EU transactions involving collateral in multiple member states require separate perfection steps in each relevant jurisdiction. GDPR compliance is relevant where the security agreement involves processing personal data of individual guarantors or sole traders.",[231,242,506,242,239,507,508,509,510,511,512,513],"personal-guarantee-D405","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","demand-for-extension-of-payment-date-D444","secured-lumpsum-promissory-note-agreement-D13041","letter-of-intent_acquisition-of-business-D5197","bill-of-sale-D1229","certificate-of-corporate-resolution-D3",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":128,"secondary_folder":516,"document_type":517,"industry":518,"business_stage":519,"tags":520,"confidence":526},"loans-and-promissory-notes","agreement","general","all-stages",[521,522,523,524,525],"loan","legal","security-agreement","promissory-note","collateral",0.95,"\u003Ch2>What is a Security Agreement and Promissory Note?\u003C/h2>\n\u003Cp>A \u003Cstrong>Security Agreement and Promissory Note\u003C/strong> is a combined legal instrument that serves two functions within a single document: the promissory note portion records the borrower's unconditional written promise to repay a specific principal amount with interest on a defined schedule, while the security agreement portion grants the lender a legally enforceable interest in specific assets — the collateral — that the lender may seize and liquidate if the borrower fails to pay. Together, the two documents convert an ordinary debt obligation into a secured claim, giving the lender priority over other creditors against the pledged assets in the event of default or bankruptcy. The document is governed by UCC Article 9 in the United States and by equivalent personal property security legislation in Canada, the UK, and other common-law jurisdictions.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Lending money without a security agreement leaves the lender as a general unsecured creditor — last in line when a borrower becomes insolvent, typically recovering pennies on the dollar. A properly executed and filed security agreement changes that outcome entirely: it gives the lender a perfected, priority claim on specific assets that can be repossessed and sold to satisfy the outstanding balance. Without the promissory note, the repayment terms remain informal and difficult to enforce in court. Without the security agreement and a UCC-1 filing, a subsequent creditor who files first can claim priority over the same collateral, stripping the earlier lender of the protection it believed it had. For sellers offering financing, equipment lessors, private investors, and intercompany lenders, this combined document is the minimum standard for a secured transaction — and this template gives you a professionally structured starting point that covers collateral description, default triggers, cure periods, and commercially reasonable remedies in a single Word file you can execute and file the same day.\u003C/p>\n",1781186039420]