Earnest Money Promissory Note
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Earnest Money Promissory Note

Earnest Money Promissory Note

$

For value received, the undersigned (the "Buyer") promises to pay to the order of (the "Payee"), in the manner and at the place provided below, the principal sum of $ of Note.

1. EARNEST MONEY.

This note is evidence of the obligation of the Buyer to pay earnest money under a real estate purchase agreement (the "Agreement") between the Buyer and (the "Seller") on the following real property: .

2. PAYMENT.

Immediately after the Seller and Buyer agree that the conditions in the Agreement have been metWithin   days following mutual acceptance of the Agreement, all principal and other amounts owed under this note will become immediately due.If these conditions are not satisfied, this note shall be considered null and void. The Buyer's failure to pay the earnest money as detailed above constitutes an Event of Default (as defined below) under the Agreement and under this note.

3. PREPAYMENT.

The Buyer may prepay this note, in whole or in part, at any time without penalty or premium.

4. EVENTS OF DEFAULT.

Each of the following constitutes an "Event of Default" under this note:

  • (a) the filing of any voluntary or involuntary petition in bankruptcy by or regarding the Buyer or the initiation of any proceeding under bankruptcy or insolvency laws against the Buyer;
  • (b) an assignment made by the Buyer for the benefit of creditors; or
  • (c) the appointment of a receiver, custodian, trustee, or similar party to take possession of the Buyer's assets or property.

5. ACCELERATION; REMEDIES ON DEFAULT.

If an Event of Default occurs, all principal amounts owed under this Note shall become immediately due without any action by the Payee. The Payee, in addition to its rights and remedies available under this note, may pursue any legal or equitable remedies available to it.

After any Event of Default, the interest rate on the then-remaining principal amount this Note shall be the rate of % per year, or the maximum amount allowed by applicable law, whichever is less. Accrued interest will be computed on the basis of a 365-day or 366-day year, as the case may be, based on the actual number of days elapsed in the period in which it accrues.

6. WAIVER OF PRESENTMENT; DEMAND.

The Buyer hereby waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of protest and nonpayment, notice of costs, expenses or losses and interest on those, notice of interest on interest and late charges, and diligence in taking any action to collect any sums owing under this note, including (to the extent permitted by law) waiving the pleading of any statute of limitations as a defense to any demand against the undersigned. Acceptance by the Payee or any other holder of this note of any payment differing from the designated lump-sum payment listed above does not relieve the undersigned of the obligation to honor the requirements of this note.

7. GOVERNING LAW.

  • (a) Choice of Law. The laws of the state of govern this note (without giving effect to its conflicts of law principles).
  • (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in , .

8. COLLECTION COSTS AND ATTORNEYS' FEES.

The Buyer shall pay all costs and expenses of the collection of indebtedness evidenced by this note, including reasonable attorneys' fees and court costs in addition to other amounts due, without protest.

9. ASSIGNMENT AND DELEGATION.

  • (a) No Assignment. The Buyer may not assign any of its rights under this note. All voluntary assignments of rights are limited by this subsection.
  • (b) No Delegation. The Buyer may not delegate any performance under this note.
  • (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

10. SEVERABILITY.

If any one or more of the provisions contained in this note is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this note, but this note will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this note to be unreasonable.

11. NOTICES.

  • (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this note shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this note: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
  • (b) Addresses. A party shall address notices under this section to a party at the following addresses: 
    • If to the Payee:
    •  
    • If to the Buyer:
    •  
  • (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

12. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this note will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

13. HEADINGS.

The descriptive headings of the sections and subsections of this note are for convenience only, and do not affect this note's construction or interpretation.



[SIGNATURE PAGE FOLLOWS]



Each party is signing this agreement on the date stated opposite that party's signature. 


Date:______________________________

By:____________________________________________________________
Name:
Title: Title:


Date:______________________________

By:____________________________________________________________
Name:
Title: Title:
Date:______________________________ By:____________________________________________________________
Name:
Title: Title:

[PAGE BREAK HERE]

EXHIBIT A
[Attach copy of Purchase Agreement]

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