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Contingent Promissory Note for the United States

Contingent Promissory Note Template for United States

A Contingent Promissory Note is a legally binding financial instrument used in the United States that documents a promise to pay a specified sum of money upon the occurrence of certain defined conditions or events. Unlike a standard promissory note, payment obligations are triggered only when specific contingencies are met. The document is governed by state-specific laws and the Uniform Commercial Code, with federal oversight for consumer protection and securities regulations where applicable.

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What is a Contingent Promissory Note?

A Contingent Promissory Note serves as a sophisticated financial instrument when parties wish to structure payment obligations around specific triggering events or conditions. This document type is particularly useful in business transactions where payment depends on performance metrics, milestone achievement, or specific outcomes. The note must comply with U.S. federal and state regulations, including the Uniform Commercial Code and applicable securities laws. It typically includes detailed terms about the contingency conditions, payment structure, interest rates, and enforcement mechanisms. Contingent Promissory Notes are commonly used in venture funding, real estate transactions, and business acquisitions where payment timing depends on future events or performance.

What sections should be included in a Contingent Promissory Note?

1. Date and Parties: Execution date and identification of maker (borrower) and payee (lender)

2. Principal Amount: Statement of the face value of the note and currency

3. Contingency Terms: Detailed description of conditions that must be met for the payment obligation to become effective

4. Payment Terms: Details of payment schedule, method of payment, and calculation of amounts due

5. Interest Rate: Specification of interest rate, calculation method, and compliance with usury laws

6. Maturity Date: Specification of when the full amount becomes due and payable

7. Default Provisions: Definition of events of default and consequences

8. Governing Law: Specification of applicable state law and jurisdiction

What sections are optional to include in a Contingent Promissory Note?

1. Security Interest: Details of collateral and security interest provisions when note is secured by assets

2. Acceleration Clause: Provisions allowing lender to demand immediate payment under specified circumstances

3. Prepayment Terms: Provisions governing early payment options and any associated penalties or benefits

4. Assignment and Transfer: Terms governing the transferability of the note and notice requirements

5. Representations and Warranties: Statements of fact and promises by the maker regarding their ability to pay and other matters

What schedules should be included in a Contingent Promissory Note?

1. Schedule A - Payment Schedule: Detailed timeline of payment obligations including amounts and due dates

2. Schedule B - Collateral Description: Detailed description of security interest and collateral if note is secured

3. Schedule C - Contingency Details: Comprehensive explanation of triggering events, verification methods, and documentation requirements

4. Schedule D - Notice Requirements: Specifications for how and when notices must be given regarding contingency events

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Clauses

























Industries

Uniform Commercial Code: Primary focus on Article 3 (Negotiable Instruments) and Article 9 (Secured Transactions). Essential for establishing the note's negotiability and security interests.

State-Specific Laws: Individual state regulations including usury laws, statute of limitations, recording requirements, and state-specific promissory note regulations.

Truth in Lending Act: Federal law requiring disclosure of credit terms and standardizing the manner in which costs associated with borrowing are calculated and disclosed.

CFPB Regulations: Consumer Financial Protection Bureau regulations governing consumer financial products and services, including certain types of loans and notes.

Fair Debt Collection Practices Act: Federal law governing debt collection practices, which may become relevant if the note needs to be collected through third-party collectors.

Securities Act of 1933: Federal law that may apply if the promissory note could be classified as a security, requiring registration or exemption.

State Blue Sky Laws: State-level securities regulations that may apply to the issuance of promissory notes if they qualify as securities.

Internal Revenue Code: Federal tax provisions regarding the treatment of interest income and potential tax implications of the note.

Bankruptcy Code: Federal laws affecting the enforceability of the note in bankruptcy and establishing priority rules for creditors.

Contract Law Principles: Basic contract law requirements including consideration, capacity to contract, and clear statement of contingencies that affect the note's validity.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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