Tolling Agreement - Online Template Form - Word and PDF Pro · US-law

TOLLING AGREEMENT

State of ________

This Tolling Agreement (this "Agreement") is entered into and made effective as of ________ (the "Effective Date"), by and between the following parties:

________ ("Claimant"), having a primary address at:

________
Email: ________

and ________ ("Respondent"), having a primary address at:

________
Email: ________

Claimant and Respondent may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Claimant asserts that it may have one or more claims against Respondent (collectively, the "Potential Claims");

WHEREAS, the nature and subject matter of the Potential Claims are described as follows:

________

WHEREAS, the Parties have determined that it would be mutually beneficial to delay the commencement of any litigation in order to afford the Parties an opportunity to evaluate, discuss, and attempt to resolve the Potential Claims through non-judicial means, without prejudice to the rights, claims, or defenses of either Party; and

WHEREAS, the Parties desire to suspend the running of any applicable statutes of limitations and other time-based defenses in connection with the Potential Claims on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

§ 1. TOLLING OF TIME-BASED DEFENSES.

1.1 The Parties agree that, from and including the Effective Date through and including ________ (the "Tolling Date"), the running of any and all applicable statutes of limitations, statutes of repose, and any other legal or equitable time-based defenses (including, without limitation, laches, estoppel, and waiver) that may be available to Respondent with respect to the Potential Claims shall be suspended and tolled.

1.2 The period of time between the Effective Date and the Tolling Date (the "Tolling Period") shall not be counted or included in computing the time for the application of any such time-based defense. Stated differently, the Parties shall be placed in the same position with respect to the running of time as they occupied as of the Effective Date.

1.3 This Agreement does not revive, restore, or extend any statute of limitations, statute of repose, or other time-based defense that has already expired or that has otherwise already barred a claim or defense as of the Effective Date. Any defense or claim already barred as of the Effective Date remains barred and is not affected by this Agreement.

§ 2. STANDSTILL; NO LITIGATION.

2.1 Except as necessary to enforce this Agreement, no Party shall commence, file, or pursue any lawsuit, arbitration, or other adjudicative proceeding against the other Party with respect to the Potential Claims during the Tolling Period.

2.2 In the event a Party breaches Section 2.1, the other Party may immediately terminate this Agreement and pursue all available rights and remedies.

§ 3. PRESERVATION OF DEFENSES.

3.1 Nothing in this Agreement shall be deemed to revive, create, expand, or diminish any defense available to Respondent as of the Effective Date, except for the tolling of time expressly provided herein.

3.2 Other than the tolling of time described herein, relation-back principles generally applicable under the law of the State of ________ shall continue to apply.

§ 4. NO ADMISSION OF LIABILITY.

4.1 This Agreement, and the negotiations, discussions, and communications undertaken pursuant to it, shall not be construed as, and do not constitute, an admission of liability, fault, or wrongdoing by either Party, or an admission of the validity or invalidity of any claim, defense, or fact.

4.2 This Agreement shall not be offered or admitted into evidence in any proceeding for any purpose other than to enforce its terms. Settlement communications shall be treated as inadmissible to the fullest extent permitted under Rule 408 of the Federal Rules of Evidence and any corresponding state evidentiary rule.

§ 5. NO OTHER EFFECT; RESERVATION OF RIGHTS.

5.1 Except as expressly set forth herein, nothing in this Agreement shall be construed to waive, release, modify, or otherwise affect any claim, right, defense, or remedy of either Party, all of which are expressly reserved.

5.2 This Agreement does not revive any claim or defense already barred as of the Effective Date, and does not create any new claim, right, or cause of action that did not exist as of the Effective Date.

§ 6. TERM AND TERMINATION.

6.1 This Agreement shall remain in effect from the Effective Date until the earlier of (a) the Tolling Date, or (b) the date on which it is terminated in accordance with Section 6.2.

6.2 Either Party may terminate this Agreement upon ________ days' prior written notice to the other Party given in accordance with Section 7(j).

6.3 Upon termination, the tolling provided in Section 1 shall cease to operate prospectively as of the effective date of termination; provided, however, that the tolling effect that accrued during the Tolling Period prior to termination shall remain in full force and effect and shall be given effect for all purposes. Sections 1.3, 3, 4, 5, and 7 shall survive termination of this Agreement.

§ 7. GENERAL PROVISIONS.

a) GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles, and applicable federal law. Both Parties consent to the exclusive jurisdiction of the state and federal courts located in ________ County, State of ________, and agree that this choice of law, venue, and jurisdiction provision is mandatory and not permissive.

b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

c) SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, permitted assigns, legal representatives, heirs, and executors. Neither Party may assign this Agreement without the prior written consent of the other Party.

d) AMENDMENTS: This Agreement may be amended only by a writing signed by both Parties.

e) NO WAIVER: No term of this Agreement shall be deemed waived by any act or acquiescence of either Party. Only a subsequent written agreement signed by the waiving Party may effect a waiver. No waiver of any term or provision shall constitute a waiver of any other term or provision, or of the same provision on a future occasion. Failure of either Party to enforce any term shall not constitute a waiver of such term or any other term.

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut.

g) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral.

h) HEADINGS: Headings are for convenience only and shall not affect the construction of this Agreement.

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore.

j) NOTICES: i) Any notice under this Agreement shall be in writing and sent by first-class mail, nationally recognized overnight courier, or email to the address of the relevant Party set forth at the head of this Agreement, or to such other address as that Party may designate in writing in accordance with this clause.

ii) Notices shall be deemed received three (3) business days after the date of posting (in the case of first-class mail), one (1) business day after deposit with the courier (in the case of overnight courier), or on the next business day after sending (in the case of email), provided no delivery failure notification is received.

iii) In proving the giving of a notice, it shall be sufficient to prove that the notice was properly addressed and posted, deposited with the courier, or dispatched by email and that dispatch of the transmission was confirmed.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below, intending to be legally bound.

CLAIMANT:

Name: ________

Title (if applicable): ________

Signature: _________________________

Date: ________

RESPONDENT:

Name: ________

Title (if applicable): ________

Signature: _________________________

Date: ________