Shareholder Loan Agreement

Shareholder Loan Agreement

This SHAREHOLDER LOAN AGREEMENT made effective as of ________,

BETWEEN:

________

-AND-

________

WHEREAS the Shareholder agrees to lend money to the Corporation;

AND WHEREAS the Corporation desires to borrow such money from the Shareholder;

NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other valuable consideration (the receipt, sufficiency, and adequacy of which is hereby acknowledged), the Parties hereto agree as follows:

1. LOAN AMOUNT AND INTEREST

The Shareholder agrees to lend to the Corporation the principal amount of $________ (________) (hereinafter the "Principal Amount").

The Corporation acknowledges that the Principal Amount on the loan shall bear interest at a rate of ________ (________%) percent for the Term of the Agreement.

2. TERM

The term shall start as of the first date written above and shall end on ________, unless otherwise mutually agreed to by the Parties in writing.

3. REPAYMENT

The Corporation acknowledges and agrees that repayment of the loan shall be made in one lump-sum on ________.

The Parties acknowledge that this is an open-ended loan to allow for additional payments during the payment period beyond the minimum aforesaid repayment amount.

4. DEFAULT

An event of default shall occur if the Corporation fails to make any payment of principal or interest when due pursuant to this Agreement, and such failure subsists for fifteen (15) days after notice thereof from the Shareholder. In addition to any other rights exercisable by law, upon any default by the Corporation, the Shareholder may, on written notice of seven (7) days to the Corporation declare the entirety of the loan as due and payable.

Any and all costs associated with the shareholder enforcing this Agreement as a result of default shall be recoverable by the shareholder and added to the principal and interest.

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7. TAXES

Each Party shall be solely responsible for ensuring the proper filing of their income taxes, and each Party shall be liable to pay any such taxes owing.

8. NOTICES

Any notices, demands or requests given under this Agreement shall be given in writing, either by personal delivery, registered mail, electronic mail, facsimile transmission, prepaid postage, as set out in the most recent records of the Corporation.

9. GENERAL PROVISIONS

9.1. Language. All communications made or notices given under this Agreement shall be in the English language.

9.2. Binding Agreement. Subject to the foregoing, this Agreement, or any rights granted hereunder, shall enure to the benefit of and be binding on the Parties and their respective successors and assigns.

9.3. Amendments. This Agreement may be amended only by writing signed by both Parties.

9.4. Time of Essence. The Parties agree that time shall be of the essence in this Agreement.

9.5. Waiver. The Franchisor may, by written document, waive any obligation of the Franchisee hereunder. No waiver of any condition within this Agreement shall be considered a further waiver by the Franchisor or Franchisee of the same or any other condition herein.

9.6. Severability. If any provision or term of this Agreement is found to be unenforceable, this Agreement shall be deemed amended to the extent necessary to render the provision otherwise unenforceable, and the remainder of the Agreement valid and enforceable. If a court declines to modify this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.

9.7. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, whether written or oral. It is expressly understood that no inducements, representations or promises, oral or verbal, not contained within this Agreement have any force or effect.

9.8. Headings. The headings in this Agreement are used for convenience only and shall not be construed to limit or affect the terms of this Agreement.

9.9. Counterparts. This Agreement may be executed in counterparts, all of which together constitute one Agreement.

9.10. Applicable Law. This Agreement shall be governed by the laws of Ontario, and any applicable federal law therein, and the Parties submit themselves to the jurisdiction of the courts of the Ontario.

10. EXECUTION

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Name: ________

Signature: _________________________

Date: _____________________________

Name: ________

Name of Representative: ________________________

Representative's Title: _________________________

Date: _____________________________