Standstill and Covenant Not to Sue Agreement

Summary

This standstill and covenant not to sue agreement, or tolling agreement, can be used between two parties that are involved in a dispute or controversy and extends the applicable statute of limitations period with respect to filing a claim. This template includes practical guidance and drafting notes. In this template, the parties agree not to initiate legal action against one another for an agreed period, during which the applicable statute of limitations or other time-based defense is tolled. The result is additional time for the parties to resolve a dispute without initiating litigation. The term of the agreement depends on factors such as the underlying purpose and time needed under the circumstances. The agreement should not be used to revive claims barred by an applicable limitations period prior to entering the agreement. For more information regarding drafting contracts, see Commercial Contract Drafting and Review.