Tolling Agreement - Online Template Form - Word and PDF

Tolling Agreement

State of Alabama

This Tolling Agreement hereinafter referred to as "Agreement," is entered into and made effective as of ________ (the "Effective Date") by and between the following parties: ________ (hereinafter "Claimant"), having a primary address at the following:

________
Email: ________

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

________
Email: ________

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

RECITALS:

WHEREAS, Claimant and Respondent are the Parties to a potential action whereby Claimant may have a claim against Respondent;

WHEREAS, the specifics of the potential action are as follows:

________

WHEREAS, the Parties have determined that delaying institution of litigation would be beneficial, so that the Parties may attempt to resolve this issue through non-judicial means;

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

Article 1 - TOLLING:

The Parties agree that any statutes of limitations, statutes of dispose, or any other defenses Respondent may have in regards to Claimant's claim shall be tolled until the following date: ________ ("Tolling Date"), as long as such defenses are not already barred as of the Effective Date of this Agreement, noted above. Any such defenses already barred as of the Effective Date may not be recovered.

The time period between the Effective Date and the Tolling Date shall not be counted in determining any time-based defenses the Respondent may have, whether such defense is legal or equitable in nature, including, but not limited to, laches, estoppel, or waiver.

Article 2 - NO LITIGATION:

The Parties agree that no litigation or other legal proceedings will be instituted between them with regards to the claim described above until the Tolling Date.

Article 3 - DEFENSES:

Nothing in this Agreement shall be deemed to affect any defense which may have been available to the Respondent on the Effective Date. Other than the tolling of time as described herein, relation-back principles as generally applicable under Alabama law shall apply.

Article 4 - NO ADMISSION:

This Agreement, and the negotiations and discussions undertaken pursuant to it, shall not be construed as an admission of liability, fault, or wrongdoing by either Party. Nothing contained in this Agreement shall be deemed to be an admission of any fact, claim, or defense by either Party, and this Agreement shall not be admissible in any proceeding for any purpose other than to enforce its terms.

Article 5 - NO OTHER EFFECT:

Except as expressly set forth in this Agreement, nothing herein shall be construed to waive, release, modify, or otherwise affect any claim, right, defense, or remedy of either Party. This Agreement does not revive any claim or defense that is already barred as of the Effective Date, nor does it create any new claim, right, or cause of action that did not exist as of the Effective Date.

Article 6 - TERMINATION:

Either Party may terminate this Agreement upon one day's written notice. Otherwise, this Agreement will terminate naturally upon the Tolling Date.

Article 7 - GENERAL PROVISIONS:

a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the state of Alabama and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within the state of Alabama. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.

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

c) SUCCESSORS AND ASSIGNS: This Agreement will be binding upon and inure to the benefit of the Parties' successors, assigns as permitted, legal representatives, heirs, and executors.

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

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

h) HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.

i) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement.

j) NOTICES ELECTRONIC COMMUNICATIONS PERMITTED: i) Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or email, to the address of the relevant Party set out at the head of this Agreement or other address as that Party may from time to time notify the other Party in accordance with this clause.

Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first-class mail), or 7 working days after the date of posting (in the case of airmail), or next working day after sending (in the case of email).

In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.

EXECUTION:

CLAIMANT:

Name: ________

Signature: _________________________

Date: _____________________________

RESPONDENT:

Name: ________

Signature: _________________________

Date: _____________________________