Lender Agreement Form

Lender Agreement Form

Parties and Effective Date

This Lender Agreement (the "Agreement") is made and entered into as of the Effective Date below by and between:

Effective Date:

Recitals

WHEREAS, Lender is willing to extend a loan to Borrower and Borrower desires to accept such loan subject to the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that the loan be evidenced by the payment terms, security provisions (if any), and default remedies set forth in this Agreement; and

WHEREAS, the parties desire to set forth their entire agreement in writing to avoid misunderstandings and to establish clear obligations and protections for both parties.

Scope of Loan and Use of Funds

Borrower shall use the proceeds of the loan exclusively for the purpose described below and in accordance with the limits and conditions stated in this Agreement.

Payment Terms

Principal Amount:

Interest Rate (annual, fixed):

Payments shall be applied first to accrued interest and then to principal unless otherwise agreed in writing.

Late Payment Fee: on any payment not received within days after the applicable due date.

Security and Collateral (if applicable)

To secure repayment of the loan, Borrower grants to Lender a security interest in the collateral described below. The parties may execute a separate security agreement and take any filings necessary to perfect such security interest.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause upon written notice to the other party specifying the basis for termination and allowing days to cure any material breach. Termination does not relieve Borrower of obligations accrued prior to termination, including repayment of outstanding principal and accrued interest.

Confidentiality

Each party shall treat as confidential all non-public information obtained from the other party in connection with this Agreement and shall not disclose such information to third parties except to its employees, agents, counsel, or advisors who have a need to know and who are bound to confidentiality obligations at least as restrictive as those herein. Confidential information does not include information that is or becomes public without breach of this Agreement, independently developed by the receiving party, or required to be disclosed by law or a court of competent jurisdiction, provided that the disclosing party is given prompt notice of such requirement and reasonable assistance to seek protective measures.

Default and Remedies

An Event of Default shall include failure to make any payment when due, insolvency, material breach of any covenant, or misrepresentation by Borrower. Upon an Event of Default, Lender may declare the entire outstanding principal, accrued interest, and fees immediately due and payable and pursue all available legal and equitable remedies, including enforcement of security interests and recovery of costs and attorneys' fees.

Representations and Warranties

Each party represents and warrants to the other that (a) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) performance of this Agreement will not violate any law or contractual obligation; and (c) the information provided to the other party in connection with the loan is true, complete and accurate in all material respects.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, including any schedules and security agreements executed contemporaneously herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach. The parties agree to cooperate and execute such further documents and take such further actions as may be reasonably required to effectuate the purposes of this Agreement.

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