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The Earnest Money Promissory Note is a specialized legal instrument commonly used in Philippine business transactions where earnest money (arras) is provided as a commitment to a larger transaction. This document is particularly relevant when parties need to formalize the earnest money arrangement with a clear repayment obligation. It's governed by Philippine law, specifically the Civil Code of the Philippines (Republic Act No. 386) and the Negotiable Instruments Law (Act No. 2031), which set forth requirements for both promissory notes and earnest money arrangements. The document is typically used in real estate transactions, major purchase agreements, and other significant commercial dealings where earnest money is part of the transaction structure. It should include specific details about the amount, payment terms, interest (if any), and its connection to the underlying transaction.

1. Parties: Identification of the Maker (Promisor) and the Payee (Promisee), including complete legal names and addresses

2. Background: Brief context explaining that this promissory note is issued in connection with earnest money for a specific transaction

3. Definitions: Key terms used in the document, including 'Earnest Money', 'Principal Sum', 'Payment Date', and other relevant terms

4. Promise to Pay: Clear statement of the unconditional promise to pay, specifying the exact amount and currency

5. Payment Terms: Detailed payment schedule, including due date(s), payment method, and place of payment

6. Interest Rate: Specification of any applicable interest rate, calculation method, and payment schedule

7. Security: Description of any security or collateral provided for the promissory note

8. Events of Default: Definition of what constitutes default and consequences thereof

9. Remedies: Rights and remedies available to the Payee in case of default

10. Governing Law: Specification that the note is governed by Philippine law

11. Execution: Signature blocks with date and place of execution