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Promissory Note and Settlement Agreement

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PROMISSORY NOTE AND SETTLEMENT AGREEMENT

This Promissory Note and Settlement Agreement ("Agreement") is entered into by (""), and (""), (*If additional parties are required, adjust Signature Block below accordingly) who will hereinafter collectively be referred to as "the parties".

claims it is owed by , its partners, principals, members and its affiliates the principal sum of $ for printing services and goods plus % interest per annum from the date of each invoice plus attorney fees pursuant to the credit application signed by on . claims it is entitled to numerous and substantial offsets.

For valuable consideration, promises to pay the sum of $ as follows:

  1. $ on ;
  2. $ on ;
  3. $ on ;
  4. $ on ; and
  5. $ on

*Extend Table if necessary

If any of the above-mentioned payments are paid late or missed, the unpaid balance is immediately accelerated and due. Each payment shall be in the form of a check made payable to and sent to at Upon the timely reception of the first $ check, will release all product manufactured for it is presently holding. Upon the timely completion of all five *(OR NUMBER OF PAYMENTS AS SHOWN ON TABLE} $ payments in the total sum of $ , each of the parties release each other and their agents and affiliates from any and all claims they have against each other arising from the aforementioned sale of goods and merchandise from to . If any of the five * above-referenced payments are not received timely by , the parties expressly reserve and retain whatever rights and claims they have against each other.

If suit is commenced or an attorney hired to enforce payment under this Agreement, the undersigned agree to pay all collection costs, including reasonable attorney fees, and agree that the site of venue for litigation is state court in California.

The contents of this Agreement are to be kept confidential and not to be discussed by the parties or their counsel with non-signatories unless otherwise ordered by a Court with jurisdiction or a subpoena by a governmental or quasi-governmental entity.

This Agreement may be executed in counterparts, each of which will be deemed an original. Facsimile signatures will have the same force and effect as original signatures.

Dated:

NAME OF INDIVIDUAL OR

CORPORATION

By:

Dated:

By:

{NAME}

NAME OF INDIVIDUAL OR

CORPORATION

By:

Manager

PERSONAL GUARANTY OF PAYMENTS TO BE MADE PURSUANT TO THE PROMISORY NOTE AND SETTLEMENT AGREEMENT

For valuable consideration and as an inducement to to accept $ from in five *(Insert correct number of payments as indicated by table above) $ monthly payments rather than full payment of the $ unpaid balance on the account with , personally guarantees payment of $ of the ${AMOUNT DUE} to be paid by . Additionally, personally guarantees payment of the remaining $ of the ${AMOUNT} to be paid by . These two*(or number specified) personal guaranties will be reduced pro rata as makes each of the $ monthly payments.

Guarantors waive any and all guaranty defenses, including but not limited to exoneration, all subrogation rights until is paid in full, any changes or assignments in the obligation and/or security by , the benefit of any applicable statute of limitations, all notices of sale, notice of default, presentment for payment, notice of non-payment, protest and notice of acceptance of this guaranty. Extensions, renewals, indulgences, delays, transfers, settlements and compromises may be made in the ' sole discretion, with or without notice to the guarantors, and will not relieve the guarantors of any liability.

All terms and conditions in the Promissory Note and Settlement Agreement are incorporated into this Guaranty. This Guaranty may be executed in counterparts, each of which will be deemed an original. Facsimile signatures will have the same force and effect as original signatures.

Dated:

I have read, understand and acknowledge the above personal guaranty.

{NAME}

Dated:

I have read, understand and acknowledge the above personal guaranty.

{NAME}

Enter text

What the Promissory Note and Settlement Agreement Is

A Promissory Note and Settlement Agreement combines a debtor’s unconditional promise to pay a specified principal and any interest with a settlement of an underlying claim or dispute. It sets payment amounts, timing, default and acceleration terms, release language, and often an express choice of governing law to make the resolution enforceable and administrable across collection, filing, and tax processes.

Why a Combined Promissory Note and Settlement Agreement Matters

Using a combined agreement clarifies payment obligations, memorializes mutual releases, reduces repeat litigation risk, and creates an evidentiary record for enforcement and tax reporting under federal and state law.

Why a Combined Promissory Note and Settlement Agreement Matters

Who Typically Prepares and Signs This Document

The Promissory Note and Settlement Agreement is used by creditors, disputing parties, counsel, and corporate finance teams to document settlement payments and enforceable repayment terms.

  • Lenders and creditors managing post-judgment or negotiated repayment arrangements.
  • Plaintiffs and defendants resolving claims without further litigation, often with counsel present.
  • Corporate finance, treasury, or settlement administrators handling structured payment schedules.

Parties should coordinate counsel, accounting, and recordkeeping so the agreement meets enforceability, tax reporting, and retention requirements.

Primary Signer Roles

Debtor / Payor

Individual or business promising payment; must provide legal name, authority, and accurate taxpayer identification to avoid reporting or backup withholding issues.

Creditor / Payee

Entity or individual receiving payments and release; should confirm acceptance language, governing law, and whether assignment or transfer rights are retained.

Key Security and Compliance Elements

Encryption: TLS 1.2/1.3, AES-256
Audit Trail: Timestamped signing events
HIPAA BAA: Available if needed
21 CFR Part 11: Supported for regulated records
ESIGN / UETA: Legal e-sign compliance
Access Controls: Role-based permissions

Potential Consequences of a Flawed Agreement

Unenforceability: Court may decline enforcement
Tax Exposure: Misreporting leads to penalties
Default Acceleration: Immediate balance due
Fraud Allegations: Civil or criminal risk
Increased Litigation: Higher legal costs
Recordkeeping Violations: Regulatory compliance risk

Common Errors to Avoid

  • Ambiguous payment schedule language that omits due dates or installment amounts creates dispute over when payments are owed and triggers collection uncertainty.
  • Using informal party names instead of full legal names or taxpayer IDs risks invalidating tax reporting and allowing counterparties to deny authority.
  • Failing to include clear release language or carve-outs can leave unresolved claims and permit subsequent litigation over covered matters.
  • Neglecting authentication, witness, or notarization requirements where state law or court orders demand them may impair enforceability.

Step-by-Step: Completing the Agreement

Follow a consistent sequence to prepare, review, and execute the promissory note and settlement agreement so that payment mechanics, releases, and compliance items are clear and legally enforceable.

  • 01
    Draft: Define parties, principal, and settlement terms.
  • 02
    Review: Have counsel and accounting confirm obligations.
  • 03
    Authenticate: Add signatures, witness or notary as required.
  • 04
    Distribute: Send executed copies to all parties and advisors.

How to Configure an Online Signing Workflow

Set up signing fields, authentication, and retention rules so electronic execution meets legal and internal audit requirements.

Field Configuration
Authentication Email confirmation, SMS code, or higher assurance
Signature Type Electronic signature or PKI-based digital signature
Conditional Fields Show payment schedule only when applicable
Retention Policy Preserve signed copy and audit trail

Platform and Integration Considerations

Choose a signing platform that supports required authentication, audit trails, and the file formats your organization uses.

  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Formats: PDF, DOCX, HTML
  • Auth Options: Email, SMS, KBA

Verify the vendor supports your compliance needs (HIPAA BAA, 21 CFR Part 11) and that exports include an audit trail and tamper-evident signed PDF for long-term retention.

Where to Send or File the Executed Agreement

After execution, route signed originals and certified copies to legal, accounting, and any filing destinations required by local practice or court order.

  • Creditor Files: Store in accounts receivable records
  • Court Clerk: Submit when settlement order requires filing
  • Tax Preparer: Provide for correct information return filings
  • Settlement Admin: Distribute payment instructions and schedules

Timing and Important Deadlines to Track

Monitor payment dates, filing obligations, and statutory periods so obligations are met and reporting is accurate.

Payment Due Dates:

Follow the schedule in the note exactly.

Statute of Limitations Impact:

Settlement may toll or reset claims timing.

Tax Reporting Deadlines:

Provide tax docs as required by IRS deadlines.

Notary or Recordation Timing:

Record liens or security interests promptly if applicable.

Funding Window:

Confirm when settlement funds must be delivered.

Key Milestones from Agreement to Closure

Track sequential milestones so the settlement and note progress cleanly from agreement to funding, dismissal, and retention.

01

Negotiation

Parties agree on terms and draft the combined instrument.

02

Execution

Signatures obtained, witnesses/notary completed where required.

03

Funding

Settlement funds transferred or payment plan begins.

04

Closure

Claims dismissed, releases exchanged, records archived.

Real-World Examples of Use

These condensed examples illustrate typical outcomes when parties use a combined promissory note and settlement agreement correctly.

Optica Ventures

A venture creditor resolved a disputed invoice via a structured promissory note outlining monthly payments and security

  • Note included acceleration for missed payments
  • The documented schedule and release eliminated future collection suits and simplified accounting for both parties, enabling predictable cash flow reconciliation.

Martin Properties

A property owner settled a tenant dispute with a payment plan secured by a promissory note

  • Agreement required notarization and recording of a lien
  • With executed documents and recorded security, the owner avoided eviction litigation and recovered the agreed balance over a scheduled term.

Typical eSignature Vendor Pricing and Feature Snapshot

Compare starting prices and common capabilities; signNow is listed first. Verify specific plan details with each vendor for exact features and limits.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Business Premium) Available Available Available Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes Varies Varies
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions and Troubleshooting

Answers to common execution and compliance questions to help prevent errors and ensure the agreement is enforceable.


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