Loan Agreement

The Lender shall lend the Borrower the principal sum of (the "Principal"), to be disbursed by on or before .

The Borrower shall use the Principal solely for . Nothing in this clause obliges the Lender to advance any further sum beyond the Principal.

Interest accrues on the outstanding Principal at a rate of , calculated on a basis from the date of disbursement until the Loan is repaid in full.

The interest rate stated above must not exceed the maximum rate permitted by the law that governs this Agreement — usury and interest-rate ceilings differ by state and by country, and some places cap consumer-lending interest far lower than a rate that would be ordinary between businesses. Confirm the applicable limit before this Agreement is signed; a rate that exceeds it can render the interest, or in some jurisdictions the entire Loan, unenforceable regardless of what the Parties agreed.

The Borrower shall repay the Principal and accrued interest according to the following schedule: .

Each payment shall be made by to . The Borrower may prepay all or part of the outstanding balance at any time without penalty, and any prepayment shall be applied first to accrued interest and then to Principal, unless the Parties agree otherwise in writing.

The final payment, however computed, discharges the Loan in full and includes any balance of Principal and interest then outstanding.

A payment not received within days of its due date is late. On a late payment, the Lender may charge a late fee of , provided the fee does not exceed what is permitted under the law governing this Agreement.

Charging a late fee under this clause does not waive the Lender's other rights under this Agreement, including the right to treat a late payment as an event of default under Clause 7.

This Loan is .

Where the Loan is secured, the Borrower grants the Lender a security interest in as security for the Borrower's obligations under this Agreement. The Borrower shall not sell, transfer or further encumber the collateral without the Lender's prior written consent while any amount remains outstanding.

Perfecting a security interest — filing a financing statement, registering a lien, or the local equivalent — is a separate legal step from signing this Agreement, and how it is done depends entirely on where the collateral and the Parties are located. This Agreement records the Parties' agreement to grant and accept security; it does not itself perfect that security interest. Take the appropriate filing or registration step required in your jurisdiction, or have a local lawyer confirm it, before relying on the security described here.

Each Party represents that it has full power and authority to enter into this Agreement and, where it is not an individual, that it is validly formed and in good standing.

The Borrower represents that it is not insolvent, has not made any assignment for the benefit of creditors, and is not aware of any fact that would make repayment of the Loan impossible or unlikely at the time this Agreement is signed.

Each of the following is an event of default under this Agreement:

1. the Borrower fails to make any payment of Principal or interest when due and does not cure that failure within days of written notice from the Lender;

2. the Borrower breaches any other obligation under this Agreement and does not cure that breach within days of written notice from the Lender;

3. the Borrower becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy, insolvency or similar proceeding commenced against it that is not dismissed within days;

4. any representation made by the Borrower in this Agreement proves to have been materially false or misleading when made; or

5. where the Loan is secured, the Borrower sells, transfers or further encumbers the collateral without the Lender's prior written consent, or the collateral is seized, damaged or destroyed such that it no longer adequately secures the Loan.

On an event of default that is not cured within the applicable period, the Lender may, by written notice to the Borrower, declare the entire outstanding Principal, together with all accrued and unpaid interest, immediately due and payable in full (acceleration), without further notice or demand except as required by this clause.

Where the Loan is secured, the Lender may also exercise any rights available to it under applicable law with respect to the collateral, including taking possession of it and applying its proceeds to the outstanding balance, subject to whatever notice and procedure local law requires before a secured party may do so.

The Lender's rights under this clause are in addition to, and not in place of, any other remedy available to it at law or in equity. A delay or failure by the Lender to exercise a right under this clause is not a waiver of that right.

This Agreement and any dispute arising out of it are governed by the laws of . The Parties submit to the exclusive jurisdiction of the courts of .

The Parties acknowledge that the enforceability of specific terms of this Agreement — including the interest rate in Clause 2, any late fee in Clause 4, and the security arrangements in Clause 5 — depends on the law of the jurisdiction named above, and that this Agreement does not itself confirm compliance with that law.

This Agreement is the entire agreement between the Parties about the Loan, and replaces any earlier understanding on that subject. It may only be amended in writing signed by both Parties.

Neither Party may assign this Agreement without the other's written consent, except that the Lender may assign its right to receive repayment without the Borrower's consent on written notice to the Borrower. If any provision is held unenforceable, the rest continues in force. A failure to enforce any provision is not a waiver of it.

This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one agreement.