Tolling Agreement

This precedent is a tolling agreement (standstill agreement) used by two parties in a dispute to pause or extend time-based defences, most importantly limitation periods, so they can investigate, negotiate, or attempt resolution without immediately commencing litigation. It is intended for Canadian use but must be tailored to the governing jurisdiction because the ability to suspend/extend limitation periods by contract varies across provinces and may be subject to statutory conditions. This precedent includes practical guidance and drafting notes. The agreement's core mechanics are (i) a mutual covenant not to sue during a defined standstill period, (ii) a tolling provision intended to exclude the standstill period from limitation calculations (and to preserve pre-existing limitation defences), and (iii) a termination mechanism that restarts the clock after notice. Drafting must ensure the "Claims" definition is tight, the agreement cannot revive already-barred claims, and the parties...