fynk fynk Logo
EN · DE

Tolling Agreement Template

Legal disputes don’t always need to be rushed into court. Sometimes, both parties benefit from extra time to negotiate, gather evidence, or explore settlement options. A tolling agreement provides that breathing room by pausing the statute of limitations, ensuring no rights are lost while discussions are ongoing.

With fynk’s Tolling Agreement template, you can start from a professional, customizable framework that makes it easy to protect claims, extend deadlines, and keep negotiations constructive.

Use this template
  • Screenshot 0
  • Screenshot 1
  • Screenshot 2
  • Screenshot 3

Full Text Template

The full content of the template is available, when you want to edit the text and enter your details make sure to click on the button to use the template.

Tolling Agreement

PBSJ Corporation

TOLLING AGREEMENT

THIS TOLLING AGREEMENT (“Agreement”) is made and entered into as of this (the “Effective Date”), by and between (“Individual”), on the one hand, and , and its subsidiaries and affiliates including but not limited to (collectively “,” and together with Individual, the “Parties”).

Recitals

WHEREAS, at various times Individual was an employee and officer of (collectively the “Affiliation Period”);

WHEREAS, Individual and are parties to a dated , amended to the date hereof (collectively the “Agreements”);

WHEREAS, believes it may have claims against Individual arising out of acts, conduct, events or circumstances related to, arising from, or in connection with the Affiliation Period and/or the Agreements;

WHEREAS, Individual expressly denies any claim(s), fault, improper acts(s) or alleged wrongdoing of any kind;

WHEREAS, the Parties wish to postpone or avoid the inconvenience, expense, and distraction of possible litigation by against Individual, while fully preserving any rights of that exist as of the date of this Agreement to commence legal action against Individual at a future date, which, but for this Agreement, might otherwise be time-barred by any applicable statute of limitations, laches, and other possible time-bars and defenses based in whole or in part on the time which may elapse from the accrual of such claims to the filing of an action (all of which time-bars and defenses, including, the statute of limitations and laches, are referred to as “Time Defenses”);

WHEREAS, and Individual have the power and authority to enter into this Agreement and no other parties are necessary to join herein in order to toll the statute of limitations and other Time Defenses; and,

NOW THEREFORE, in consideration of forbearing from initiating a lawsuit, arbitration or any other legal proceedings against Individual at the present time, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Terms and Conditions

All of the foregoing Recitals are true and correct and are incorporated herein as part of the Agreement for all purposes.

With respect to any and all claims or causes of action, known or unknown, relating to, arising out of, or in connection with, the Affiliation Period and/or the Agreements, including but not limited to claims for alleged breach of fiduciary duty, fraud, negligence, gross negligence, negligent misrepresentation, breach of contract, or any other claims or causes of action whatsoever (collectively, the “Tolled Claims”), the Parties hereby stipulate that any applicable statute of limitations or other Time Defenses applicable to the Tolled Claims shall be deemed tolled from the effective date of this Agreement until the earlier of: (a) the expiration of 0 years calendar years from the date of the execution of this Agreement; or (b) the termination of this Agreement by either or Individual in accordance with the terms and conditions of this Agreement. The period of time during which any applicable statute of limitations or other Time Defenses applicable to the Tolled Claims shall be deemed tolled is hereinafter referred to as the “Tolling Period.” The Tolling Period shall run from the date of execution of this Agreement until termination of this Agreement as provided herein. For purposes of clarity, the tolling of the statute of limitations and other Time Defenses during the Tolling Period shall survive any termination hereof, such that any Tolled Claim which would have been barred as a result of the expiration of the statute of limitations or other Time Defense with respect to such claim at any time during the Tolling Period may be brought by at any time prior to the termination of the Tolling Period and Individual may not assert the expiration of the statute of limitation during such period or any other Time Defense as a defense to any such Tolled Claim brought by .

Individual further agrees that shall not interpose in any lawsuit or action between the Parties related to the Tolled Claims: (a) a defense that the applicable statute of limitations shall have expired during the Tolling Period and/or (b) any Time Defenses based on the passage of time during the Tolling Period. The agreement set forth in this paragraph 3 shall survive any termination of this Agreement.

Either party to this Agreement may terminate the Tolling Period by giving the other party 0 days days prior written notice by certified mail of the termination of the Tolling Period. Any applicable statute of limitations or other Time Defenses which apply to the Tolled Claims shall begin to run again from the effective date of termination of the Tolling Period.

This Agreement may not be used or relied upon for any purpose other than the enforcement of its terms. This Agreement shall not be admissible in any proceeding and shall not be used by either party in any proceeding, except solely for the purpose of establishing, if the matter is contested, the tolling of any statute of limitations or other Time Defenses for the specific and limited period of time under such terms as are set forth in this Agreement. In the event that the terms of this Agreement are enforced in the context of a jury-trial in which any issue pertaining to the applicability of the statute of limitations or Time Defenses is submitted to the jury, the Court shall instruct the jury on the application of the statute of limitations or other Time Defenses as altered by the terms of this Agreement, but shall not disclose this Agreement or its existence to the jury or otherwise make reference to the existence of any agreement by the parties to alter or modify the application of the statute of limitation or other Time Defense. Nothing in this Agreement constitutes an admission by any party that, in the absence of this Agreement, the statute of limitations and/or any other Time Defense has or would have run or become applicable, and this Agreement shall not be used in any proceeding as evidence of any such admission, express or implied.

Nothing in this Agreement shall operate to revive any claims of of whatever nature which are already barred, in whole or in part, by any Time Defenses, or the passage of time, as of the date of execution of this Agreement.

Nothing in this agreement shall operate as a waiver of or prejudice any party’s right to assert that the statute of limitations or any other Time Defenses have been tolled or have not yet run for reasons other than the execution of this Agreement.

Nothing in this Agreement shall be construed as an admission of any fault, liability or wrongdoing by Individual. Further, nothing in this Agreement shall be construed as a waiver of any defenses of Individual to any claims of which are not related to the passage of time all of which are expressly reserved by Individual.

This Agreement may be signed in counterparts, each of which shall be deemed an original, and all such counterparts constituting one Agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes. Each party signing this Agreement represents that or it has read the Agreement, understands it, and intends to be legally bound by all of its terms.

Each Party hereby acknowledges and agrees: (a) that in the negotiation and drafting of this Agreement or it has had the opportunity to consult with counsel of or its choice; (b) that or its counsel has had an opportunity to contribute to the negotiation and drafting of this Agreement; and (c) that the principle of construing a document most strictly against its drafter shall not apply with respect to the interpretation of this Agreement.

The signatories to this Agreement represent and warrant that they have the authorization and power to bind the party on whose behalf they are signing.

Any and all notices under this Agreement shall be in writing, and shall be addressed and provided to the Parties as follows:

To :



To Individual:



The rights and obligations of the Parties created by this Agreement shall be governed by and construed in accordance with the laws of the , without regard to conflicts of law.

This Agreement may not be amended, modified, or supplemented, except in writing duly executed and delivered by both Parties to this Agreement.

This Agreement constitutes the full and complete agreement of the parties concerning the subject matter of the Agreement, and there are no covenants, conditions, or terms other than those expressly set forth in this Agreement.

The parties agree to take all actions reasonably necessary to effectuate the terms and purpose of this Agreement.

IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals as of the date first hereinabove written.

[ No signatories assigned ]
Pending
[ No signatories assigned ]
Pending

Use this template

Disclaimer: The original creator, the author of this template, and fynk GmbH are not responsible for any damages or liabilities that may result from using this template. This template should not be considered a substitute for legal advice, and consulting with a legal professional is recommended before use. fynk GmbH, the original creator, and the author do not provide legal advice and will not be held accountable for any legal consequences arising from its use.

Making contract management easier for companies such as

Conrad logo Oekostrom AG Logo Datarade Logo Rampf Logo Unite Logo

Background Information

Pause Legal Deadlines and Negotiate with Confidence

Learn how a tolling agreement works, which disputes it applies to, and why using a tested template ensures enforceability and fairness while protecting both parties’ rights.

What is a tolling agreement?

A tolling agreement is a contract between two or more parties that suspends the running of time-based legal deadlines, such as statutes of limitations or laches. In practical terms, it stops the clock on certain claims.

For example, if a company believes a former executive may have breached fiduciary duties, but both sides are still investigating and prefer to negotiate before going to court, they can sign a tolling agreement. This ensures that by waiting, the company doesn’t risk losing the ability to bring a claim simply because the statutory deadline expired.

Tolling agreements are common in corporate, employment, and commercial disputes. They give both sides time to evaluate facts, explore settlements, or align on business solutions before litigation becomes necessary.

Why use a tolling agreement?

The main reason to use a tolling agreement is time. Legal claims often have strict deadlines. If those deadlines pass, claims may be barred forever. By agreeing to toll, parties preserve their rights while avoiding the costs and hostility of immediate litigation.

For businesses, this means avoiding unnecessary lawsuits that could damage reputations, distract management, and incur legal fees. For individuals, it provides relief from the pressure of being sued while still allowing space to defend or negotiate.

Tolling agreements also support more productive negotiations. Without them, parties may file lawsuits “just in case,” which can harden positions and make compromise harder. With a tolling agreement in place, everyone can focus on resolving the dispute rather than racing against the clock.

Key elements of a tolling agreement

Tolling period

The agreement sets out the duration of the tolling period. This might be a fixed timeframe (e.g., two years) or open-ended until terminated with notice. Some templates allow up to four years, giving parties a generous window to resolve issues.

Scope of claims

Not all disputes are tolled automatically. The agreement should clearly state which claims are covered. This may include specific contract claims, employment-related disputes, or potential regulatory matters. Anything not listed remains subject to normal time limits.

Termination rights

Either party may want the ability to exit the agreement if negotiations stall. A standard clause allows termination with advance written notice, often 60 days. Once terminated, the statute of limitations resumes running.

No admissions of liability

A well-drafted tolling agreement will clarify that by signing, neither party admits fault, wrongdoing, or liability. The agreement is purely procedural and preserves claims but doesn’t prejudge their merits.

Effect on defenses

While tolling protects against statute of limitations defences, it does not usually waive other potential defences. For example, a defendant may still argue lack of jurisdiction, failure to state a claim, or lack of evidence. The agreement should make this distinction clear.

Confidentiality and admissibility

Tolling agreements often specify that they are confidential and cannot be used in court for any purpose except to enforce the tolling itself. This prevents the agreement from being mischaracterised as an admission.

Notices and counterparts

Operational clauses cover how notices must be delivered (e.g., in writing to a designated address) and allow the agreement to be executed in counterparts or electronically. These practical details ensure enforceability.

Best practices when drafting a tolling agreement

  1. Be specific about scope – Define exactly which claims are tolled. Overly broad language may create disputes later.
  2. Set a clear duration – Whether fixed or open-ended with termination rights, both sides need to know how long the tolling applies.
  3. Include termination mechanics – Allow either party to exit with reasonable notice, giving flexibility if talks break down.
  4. Protect against unintended admissions – Confirm that signing does not imply liability or waive unrelated defences.
  5. Tailor to jurisdiction – Different states and countries have unique rules on statutes of limitations and enforceability. Adapt the template accordingly.
  6. Maintain confidentiality – Ensure the agreement can’t be used against either party outside of its purpose.

Introducing fynk’s tolling agreement template

fynk’s Tolling Agreement template includes all the essential protections, defined tolling periods, scope of claims, termination rights, and confidentiality safeguards.

What makes this template especially effective is how it works inside the fynk platform.

You can classify tolling agreements separately for reporting and compliance tracking, while metadata fields capture and track key details like effective dates, tolling periods, and termination deadlines.

Notifications and reminders ensure no one misses critical dates, such as when the tolling period is about to expire or when a termination notice is issued.

Every edit and notice is preserved in an audit trail, creating a defensible record if the agreement is ever challenged. Together, these features turn a static contract into a living, manageable agreement that keeps stakeholders aligned and obligations clear.

Now over to you

A tolling agreement is a practical tool for businesses and individuals facing potential disputes. By pausing legal deadlines, it preserves rights without forcing immediate litigation, giving both sides space to negotiate, investigate, and resolve matters on their own terms.

With fynk’s customizable template, you get a ready-to-use framework that can be adapted to your dispute while benefiting from automation, reminders, and a secure audit trail. It’s a smarter way to manage risk and buy time when litigation isn’t the best first step.

FAQs

What does a tolling agreement do?
It pauses the statute of limitations so claims don’t expire while parties negotiate or investigate potential disputes.
Does signing mean I admit liability?
No. A tolling agreement is procedural only and typically states that neither side admits fault, liability, or wrongdoing.
How long can a tolling agreement last?
It depends on what’s negotiated. Many last one to four years, or until terminated with advance notice.
Can either side walk away?
Yes. Most agreements include a termination clause that allows either party to exit with written notice, after which the statute of limitations resumes running.

Ready to sign?
Use this template today.

Use template

Clause Library: learn more about the clauses in this template

Learn more about the clauses appearing in this template and find other clauses that are used in real contracts.

Compliance with company policies

The "Compliance with Company Policies" clause typically requires employees, contractors, or partners to adhere to the organization's established policies, procedures, and ethical standards as a condition of their engagement. This clause ensures that all parties are aware of and agree to follow the rules and guidelines intended to maintain a safe, lawful, and cohesive working environment.

9 example clauses

Intellectual property

The intellectual property clause in a contract defines the ownership rights and usage conditions for any creations, inventions, or proprietary information that are developed, exchanged, or used during the course of the agreement. It typically outlines whether the intellectual property rights are retained by the creator, transferred to another party, or shared among parties, detailing any limitations and obligations associated with these rights.

23 example clauses

Termination

A termination clause outlines the conditions under which a contract may be legally ended by either party. It typically specifies acceptable grounds for termination, necessary notice periods, and any associated penalties or procedures to be followed.

16 example clauses

Related Templates

Are you looking for more templates? fynk has them all!

Video Production Agreement Template

A customizable video production agreement template designed to define the relationship, responsibilities, and rights between producers and clients.