PAYMENT AGREEMENT

This Payment Agreement (hereinafter referred to as the “Agreement”) is made on [DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE CREDITOR],  having registered office at [INSERT ADDRESS OF THE CREDITOR] (hereinafter referred to as the “Creditor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE DEBTOR],  having registered office at [INSERT ADDRESS OF THE DEBTOR] (hereinafter referred to as the “Debtor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Creditor” and the “Debtor” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Creditor is engaged in the business of [INSERT CREDITOR’S TYPE OF BUSINESS].
2. The Debtor is engaged in the business of [INSERT DEBTOR’S TYPE OF BUSINESS] and is under obligation to pay the creditor the borrowed amount.
3. The Creditor and Debtor mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. ”Creditor” shall mean an individual or entity who is receiving the money from the Debtor.
   2. “Debtor” shall mean an individual or entity who is under obligation to pay the debtor the amount as specified in this Agreement.
   3. “Payment Amount” refers to the principal amount lent by the Creditor to the Debtor for the purpose stated hereof.
   4. “Interest Rate” shall mean the fixed rate of interest on the Payment Amount..
   5. Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. PAYMENT AMOUNT
   1. The Debtor agrees to pay the [INSERT AMOUNT] to the Creditor according to the terms specified in the agreement.
   2. Payments shall be made in the currency agreed upon by both the parties.
3. PAYMENT SCHEDULE
   1. The Debtor shall pay the amount on [INSERT DATE OF PAYMENT] along with interest and charges if any due on the Debtor on a [INSERT PAYMENT SCHEDULE MONTHLY OR QUARTERLY] basis. The Debtor may prepay the amount before the due date to the Creditor.
4. PAYMENT METHOD
   1. The payments shall be made through [INSERT MODE OF PAYMENT].The Creditor shall provide necessary and accurate details to facilitate the process of Payment.
5. RECORDS AND DOCUMENTS
   1. The Creditor will keep a track of all the transactions made by the Debtor and may from time to time remind the Debtor for the remaining or outstanding amount to be paid by the Debtor.
   2. A copy of all the records will be provided to the Debtor by the Creditor.
6. DEFAULT
   1. In the event of any occurrence that may lead to a Default, the Debtor shall notify the Creditor immediately, providing all relevant details and a proposed plan to remedy the Default. The Debtor will take all the necessary steps to repay the amount as per the agreed terms and conditions.
7. OBLIGATIONS OF THE DEBTOR
   1. The Debtor agrees to repay the entire Amount to the Creditor in accordance with the Repayment Terms set forth in this Agreement. The Debtor shall make timely and full payments on the due dates specified, without any delay or default. The Debtor shall pay the accrued interest on the outstanding Amount at the agreed-upon Interest Rate.
   2. The Debtor shall use the Amount solely for the Loan Purpose stated in this Agreement. The Debtor agrees not to divert or utilize the funds for any other purpose without prior written consent from the Creditor.
   3.  In case the Amount is secured by Collateral, the Debtor shall maintain the Collateral in good condition and shall not take any actions that may diminish its value or jeopardize its security.
   4. The Debtor shall promptly inform the Creditor in writing of any material changes in the Debtor's financial condition, contact information, or any other circumstances that may affect the Debtor's ability to fulfill the obligations under this Agreement.
   5. The Debtor shall comply with all applicable laws, regulations, and governmental requirements related to the loan transaction, including but not limited to tax laws and reporting obligations.
   6. The Debtor shall maintain accurate records related to the loan transaction, including financial statements, receipts, and any other documentation as requested by the Creditor. The Creditor reserves the right to inspect and audit such records upon reasonable notice.
8. NO OTHER RIGHTS GRANTED
   1. This Payment Agreement does not grant any rights, licenses, or privileges to the Debtor beyond those explicitly stated in this Agreement. The Debtor acknowledges that the Amount is provided solely for the Loan Purpose and that no ownership interest, intellectual property rights, or other rights of any kind are transferred or conveyed to the Debtor as a result of this loan. The Debtor agrees not to use the Amount or any related information to infringe upon the Creditor's rights or the rights of any third party. The Debtor shall not use the Creditor's name, logo, or other identifying marks without the prior written consent of the Creditor.
   2. This clause also applies to any collateral provided by the Debtor, which is solely used to secure the loan and does not transfer ownership or any rights to the Creditor. The Creditor has the right to enforce its Ownership right in the collateral only in the event of default, but this action does not grant the Creditor any additional rights or interests in the collateral.
9. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
10. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
11. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
12. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY/STATE OF APPLICABLE LAWS] .
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Creditor and Debtor. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
13. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Creditor: [EMAIL ID OR/AND ADDRESS OF CREDITOR]
       2. If to the Debtor: [EMAIL ID OR/AND ADDRESS OF DEBTOR]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
14. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
15. ELECTRONIC SIGNATURES:
    1. This Standard Clause provides that parties may authenticate the agreement with an electronic signature. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same legal force and effect as manual signatures.
    2. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including email electronic signatures.
16. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
17. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Creditor

Name: [NAME OF CREDITOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF CREDITOR]

Signed, sealed and delivered on behalf of Debtor

Name: [NAME OF DEBTOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF DEBTOR]