Tolling Agreement Template

This Tolling Agreement ("Agreement") is entered into on [Date] by and between [Party A] and [Party B] (collectively, the "Parties").

1. Purpose

• Parties desire to toll and suspend the running of any applicable statutes of limitation, statutes of repose, and related deadlines concerning claims arising out of [describe dispute/transaction].

2. Tolling Period

• Tolling commences on [Date] and continues until [Date or event], unless earlier terminated pursuant to Section 5.
• Time between commencement and termination shall not be counted against any limitations period for the claims described herein.

3. Claims Covered

• Agreement applies to all claims, defenses, counterclaims, and causes of action arising from [describe], whether known or unknown, asserted or unasserted.
• Parties reserve all substantive rights and defenses.

4. No Admission

• Agreement is not an admission of liability or wrongdoing; entered solely to facilitate settlement discussions and avoid unnecessary litigation.

5. Termination

• Either party may terminate by providing [Number] days’ written notice.
• Tolling ends on termination date; limitations period resumes on the day after termination.

6. Confidentiality

• Terms of this Agreement and settlement discussions shall remain confidential except as required by law or court order.

7. Governing Law and Venue

• Agreement governed by laws of [State].
• Any disputes arising from this Agreement resolved in [court/venue].

8. Entire Agreement and Amendments

• Represents entire understanding; amendments must be in writing signed by both Parties.

9. Execution

• Agreement may be executed in counterparts and electronically.

Signatures

Party A: ____
Name/Title: [ ]
Date: __

Party B: ____
Name/Title: [ ]
Date: __

Consider including exhibits identifying specific claims or litigation matters subject to tolling.