Are electronic signatures valid?

Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws (1999) where adopted; confirm no statutory exception applies to this agreement.

Do I need a notary for a tolling agreement?

Typically no; tolling agreements are enforceable as contracts without notarization. Notarization or RON may be used for evidentiary assurance or when required by state law or internal policy.

What happens if the agreement is ambiguous?

Ambiguity risks litigation and potential loss of tolling protections. Use precise claim lists, dates, and notice mechanisms; have counsel review ambiguous or high-value arrangements.

Can tolling be extended after it expires?

Yes, extensions are valid if all parties agree in writing. Include a defined extension procedure in the agreement to avoid future disputes about consent.

Does tolling waive other rights?

Properly drafted tolling agreements preserve other defenses and rights. Avoid broad language that could be interpreted as waiving statutory or contractual defenses.

How should I store the signed agreement?

Retain signed copies and an audit trail in your records system per retention policies. For healthcare matters follow HIPAA retention rules; for tax or financial matters follow IRS guidance.

Electronic Signature
Templates
Miscellaneous
Business Tolling Agreement

Business Tolling Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS TOLLING AGREEMENT

This Business Tolling Agreement (the Agreement) is entered into as of by and between Party A: with principal place of business at (Party A), and Party B: with principal place of business at (Party B). Party A and Party B are sometimes referred to individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, one or both Parties assert existing or potential claims, causes of action, or defenses arising out of certain transactions, communications, or events described below that may be subject to statutory or contractual limitations periods;

WHEREAS, the Parties desire to preserve their respective rights and to toll any applicable statutes of limitation, repose, or time-based defenses with respect to the specified claims for the period and on the terms set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to define the scope, duration, and conditions of such tolling while reserving all rights and defenses not expressly waived herein.

SCOPE OF TOLLING

The Parties agree that, subject to the terms and conditions of this Agreement, the running of any statute of limitations, statutory repose, contractual limitations period, or similar time-based defense applicable to the following claims and matters is tolled:

The tolling described above shall apply only to the claims expressly identified in the Scope of Tolling and shall not extend to or affect claims or defenses not so identified unless specifically agreed in writing by both Parties.

PAYMENT TERMS

Consideration Amount Payment Schedule Late Fee / Interest on Overdue Amounts

Payment of the consideration described above constitutes full and adequate consideration for the tolling provided hereunder. Failure to make any payment when due shall constitute a material breach of this Agreement and entitle the non-breaching Party to terminate the tolling and pursue all available legal remedies, provided that unpaid amounts may accrue interest and late fees as set forth above.

TERM AND TERMINATION

This Agreement shall be effective as of and shall continue in full force and effect until unless earlier terminated in accordance with this Section.

Notice Period for Termination

Either Party may terminate this Agreement for material breach by the other Party upon written notice and expiration of the notice period specified above if the breach remains uncured. Termination of this Agreement shall not revive any statute of limitations or time bar previously tolled under this Agreement, except as the Parties may expressly agree in writing.

CONFIDENTIALITY

Except as required by law, each Party agrees to keep confidential and not disclose to any third party the existence of this Agreement, the terms hereof, and any non-public information exchanged in connection with the tolling, unless such disclosure is consented to in writing by the other Party. Confidential information does not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was already rightfully in the receiving Party’s possession prior to disclosure; or (c) is developed independently by the receiving Party without use of or reference to the disclosing Party’s confidential information.

Notwithstanding the foregoing, disclosure to a Party’s counsel, auditors, insurers, or as required by subpoena, court order, or other legal process is permitted provided that the receiving Party uses commercially reasonable efforts to provide prior notice to the disclosing Party and to limit the scope of such disclosure.

Permitted Disclosure to Attorneys Disclosure to counsel permitted subject to confidentiality obligations

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written schedules executed by the Parties, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party in accordance with this Section.

Notices to Party A Notices to Party B

MISCELLANEOUS

No Party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party; any attempted assignment without such consent shall be null and void. Failure by a Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The Parties acknowledge and agree that performance of the obligations and exercise of rights under this Agreement shall be subject to applicable laws and regulations and that nothing in this Agreement constitutes an admission of liability, fault, or wrongdoing by any Party.

Party A Printed Name:

By:

Date:

Party B Printed Name:

By:

Date:

What a Business Tolling Agreement Is and when parties use it

A Business Tolling Agreement is a written contract between commercial parties that temporarily pauses (tolls) the running of statutes of limitations or contractual deadlines for specified claims or disputes. Parties typically use a tolling agreement to preserve legal rights while negotiating, pursuing alternative dispute resolution, or exchanging information without beginning litigation. The agreement defines which claims are tolled, the tolling period, any exceptions, confidentiality obligations, and procedures for notice and termination. Properly drafted tolling agreements avoid inadvertent waiver of rights and create a predictable window for settlement discussions.

Why a Business Tolling Agreement matters for corporate disputes

Tolling agreements preserve claims without filing suit, reduce immediate litigation costs, and create a controlled period for negotiation or investigation while protecting litigation options.

Typical users and roles that complete a Business Tolling Agreement

Legal and contract teams commonly draft and approve tolling agreements to manage dispute timelines while negotiations continue.

In-house counsel coordinating dispute strategy and preserving statute of limitations
Outside litigation counsel negotiating tolling terms and drafting precise language
Business unit leaders or contract managers approving commercial scope and operational deadlines

Operational leaders, insurers, and outside counsel often sign or review the agreement to align commercial and legal objectives.

Primary signatories and their responsibilities

General Counsel

Review and approve tolling scope, exceptions, and legal language; ensure tolling does not waive defenses; coordinate with litigation counsel and senior leadership on risk tolerance and litigation preparedness.

Contract Manager

Confirm the contractual claims and relevant dates, document operational impacts, track the tolling period in contract databases, and ensure internal teams meet any notice or disclosure obligations under the agreement.

Core elements to include in a professional Business Tolling Agreement

A clear, well-structured tolling agreement reduces ambiguity and preserves rights. Include precise definitions, covered claims, effective period, notice procedures, confidentiality, and termination mechanics.

Parties

Identify each contracting entity by full legal name, jurisdiction of formation, and an authorized signer to avoid later challenges over capacity or identity.

Covered Claims

List specific claims, causes of action, or categories of disputes subject to tolling; avoid overly broad language that could be interpreted as waiving unrelated rights.

Effective Period

State the start and end dates of tolling and whether the period extends automatically on mutual agreement, with precise date formats to prevent ambiguity.

Exclusions and Exceptions

Set out carved-out matters (e.g., newly discovered claims, third-party claims, injunctions) and procedures for removing or adding claims from the tolling scope.

Confidentiality

Include confidentiality terms for exchanged information and settlement discussions, and specify whether disclosures may be used in future proceedings.

Termination & Preservation

Define how the agreement terminates, whether tolling resumes after suspension, and any required notices to preserve or revive claims.

How to complete a Business Tolling Agreement step by step

Follow these sequential steps to draft, review, sign, and record a tolling agreement with legal certainty.

01

Prepare Parties: Confirm legal names and authorized signers before drafting.
02

Define Scope: List specific claims and carve-outs to be tolled.
03

Set Term: Choose precise start and end dates and renewal terms.
04

Execute & Store: Obtain signatures, distribute copies, and archive with retention tagging.

Configuring an online workflow to manage the agreement

Use a consistent digital workflow to route, sign, and store tolling agreements while preserving an audit trail.

Field	Configuration
Signer Order	Set role-based signing sequence to require counsel before executives.
Authentication	Use email or SMS two-factor for signer verification where needed.
Attachments	Attach supporting correspondence or claim summaries as exhibits.
Retention Tag	Assign retention labels consistent with corporate recordkeeping policies.

Where to send and how to distribute the signed agreement

After execution, distribute the agreement to legal, operations, insurers, and any designated agents to ensure consistent action.

Legal Department: Primary keeper for litigation readiness and counsel review.
Business Unit: Operational party that tracks performance impacts and deadlines.
Insurer or Broker: Provide copy when claims involve insured matters and coverage notice.
External Counsel: Archive for potential future litigation and evidence preservation.

Digital signing and file-format considerations

Choose a platform that supports standard file formats, reliable authentication, and auditable signing records.

File Formats: PDF, DOCX supported for upload and export.
Integrations: Connectors for CRM and cloud storage recommended.
Authentication: Email, SMS, and higher-assurance options available.

Security and compliance controls relevant to tolling agreements

Encryption: AES-256 at rest

Transport: TLS 1.2/1.3 in transit

Certifications: SOC 2 Type II

Privacy: GDPR and CCPA compliant

Healthcare: HIPAA support (BAA required)

Legal Framework: ESIGN and UETA compliance

Key legal risks if a tolling agreement is incorrect

Statute Lapse: Claims could be time-barred

Waiver Risk: Broad language may waive defenses

Ambiguity: Unclear scope invites litigation

Improper Signatory: Unauthorized signer can void agreement

Missing Notices: Failed notice procedures hinder enforcement

Noncompliance: State law differences may invalidate terms

Common preparation mistakes to avoid

Using imprecise language about which claims are tolled, leading to disputes about scope and intent.
Failing to confirm signatory authority, which can provide opponents grounds to challenge enforceability.
Neglecting to specify notice mechanics or delivery methods, causing missed deadlines or disputes over receipt.
Assuming uniform state rules; jurisdictional differences in governing law or notarization can affect validity.

Typical timelines and deadlines to define in the agreement

Specify concrete dates and notice windows to ensure the tolling period is clear and enforceable.

Negotiation Window:

Start date and a defined negotiation period (e.g., 90 days)

Extension Terms:

Process for agreed extensions and required notices

Termination Notice:

Days required to terminate (e.g., 30 days written notice)

Revival of Claims:

How tolling cessation affects original statute deadlines

Filing Trigger:

Deadline to file suit after tolling ends, if applicable

Practical scenarios where businesses use tolling agreements

The following examples show common real-world uses and how tolling creates space to negotiate or investigate without losing rights.

Commercial Supply Dispute

A vendor and purchaser dispute alleged defective deliveries and agree to toll claims while inspection occurs

Tolling preserves contract claims during investigation
After inspection they either settle under a staged payment plan or tolling ends and litigation proceeds with preserved dates.

Professional Liability Inquiry

A client notifies a firm of potential malpractice and both parties agree to a tolling period to exchange records and assess exposure

Tolling avoids immediate suit while counsel evaluates claim strength
If unresolved, parties either negotiate a release or file suit within the revived statute periods.

eSignature vendor pricing and feature comparison relevant to tolling agreements

Compare starter pricing and common features across providers. signNow is listed first to align vendor comparisons and ensure consistent column ordering.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	Yes, 7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about Business Tolling Agreements

Answers to common legal and procedural questions about drafting, executing, and enforcing tolling agreements in the United States.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws (1999) where adopted; confirm no statutory exception applies to this agreement.
Do I need a notary for a tolling agreement?
Typically no; tolling agreements are enforceable as contracts without notarization. Notarization or RON may be used for evidentiary assurance or when required by state law or internal policy.
What happens if the agreement is ambiguous?
Ambiguity risks litigation and potential loss of tolling protections. Use precise claim lists, dates, and notice mechanisms; have counsel review ambiguous or high-value arrangements.
Can tolling be extended after it expires?
Yes, extensions are valid if all parties agree in writing. Include a defined extension procedure in the agreement to avoid future disputes about consent.
Does tolling waive other rights?
Properly drafted tolling agreements preserve other defenses and rights. Avoid broad language that could be interpreted as waiving statutory or contractual defenses.
How should I store the signed agreement?
Retain signed copies and an audit trail in your records system per retention policies. For healthcare matters follow HIPAA retention rules; for tax or financial matters follow IRS guidance.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now