Is an e-signature legally valid?

Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the signature demonstrates intent, consent, attribution, and record retention.

Do these agreements need notarization?

Not generally required for validity, but notarization or witnesses can strengthen evidentiary weight; check state requirements if notarization or witness lines are customary.

What if the signer lacked authority?

If a signer lacked authority, a court may find the agreement unenforceable; confirm corporate authorization, board approvals, or power-of-attorney where necessary.

Can a tolling agreement revive an expired claim?

No. A tolling agreement preserves an otherwise extant cause of action during the agreed period; it does not retroactively revive a claim already time-barred before agreement execution.

How should electronic records be stored?

Retain signed PDFs with audit trails and secure storage compliant with applicable rules (e.g., HIPAA for healthcare); maintain reproducible records for discovery and enforcement.

When to consult counsel?

Consult counsel before tolling complex or multi-jurisdictional claims, when large financial stakes exist, or when statutory exceptions might affect tolling effectiveness.

Electronic Signature
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Legal
Equitable Tolling Agreement

Equitable Tolling Agreement

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EQUITABLE TOLLING AGREEMENT

This Equitable Tolling Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , with principal address: ("Party A"), and Client Name: , with principal address: ("Party B").

RECITALS

WHEREAS, Party A asserts or may assert certain claims, causes of action or defenses against Party B described as:

WHEREAS, the parties desire to preserve the status quo and avoid litigation or to allow time for negotiation, investigation, and potential resolution without forfeiture of any statute of limitations or other time-based defenses with respect to the claim or claims identified above (the "Claim");

WHEREAS, the parties expressly acknowledge that this Agreement does not constitute an admission of liability by any party, and that the parties intend that the limitations periods applicable to the Claim be tolled as set forth herein;

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1. "Effective Date" means the date set forth above.

1.2. "Tolling Period" means the period beginning on Tolling Start Date: and ending on Tolling End Date: , unless earlier terminated in accordance with this Agreement.

1.3. "Claim" means the matters described in the Recitals and any related claims, counterclaims, defenses, or causes of action that arise out of or relate to the same nucleus of facts.

2. TOLLING OF LIMITATIONS

2.1. During the Tolling Period, all statutes of limitations, statutes of repose, and any other time-based defenses applicable to the Claim shall be tolled and shall not run against any party. The parties agree that any time period that would otherwise run during the Tolling Period shall be suspended until the Tolling Period expires or is terminated in accordance with Section 4.

2.2. The tolling provided by this Agreement applies to both claims and related counterclaims unless a party specifically elects in writing to exclude counterclaims by providing Notice as set forth in Section 8.

3. SCOPE AND LIMITATIONS

3.1. The tolling effected by this Agreement is limited to the Claim and any related claims expressly identified herein. This Agreement does not toll limitations periods for claims not related to the Claim or for claims arising after the Effective Date unless expressly agreed in writing.

3.2. Nothing in this Agreement shall be construed to waive any party's right to assert any available defenses other than the running of time during the Tolling Period. The parties further acknowledge that this Agreement is not a settlement, release, or admission of liability.

4. TERMINATION; EFFECT ON LIMITATIONS

4.1. This Agreement shall terminate on the earliest of: (a) the Tolling End Date; (b) written mutual agreement of the parties; or (c) written notice of termination by a party in the event of a material breach by the other party that remains uncured for thirty (30) days after written notice of such breach.

4.2. Upon termination, all tolling shall cease and any statute of limitations or other time-based defense shall resume running. The parties agree that the time tolled under this Agreement shall be excluded from the computation of any limitations period and that, unless otherwise agreed in writing, the remaining limitations period shall be the period remaining as of the commencement of the Tolling Period.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or individual power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the person signing on its behalf is duly authorized to bind that party; and (c) execution and performance of this Agreement will not violate any other agreement or legal obligation to which it is subject.

6. COVENANTS

6.1. During the Tolling Period, neither party shall initiate any litigation or file any claim, complaint, or similar pleading in any judicial, arbitral, or administrative forum based on the Claim without first providing the other party with ten (10) days' prior written notice, except that a party may file necessary petitions to preserve provisional remedies if required by law.

6.2. The parties agree to cooperate in good faith and exchange such information as is reasonably necessary to evaluate and seek resolution of the Claim. Any exchange of information shall be without prejudice to the parties' claims or defenses and subject to the confidentiality provisions of Section 7.

6.3. Tolling Extension: The parties may, by written agreement executed by authorized representatives of both parties, extend the Tolling Period for additional specified periods.

7. CONFIDENTIALITY

7.1. The terms of this Agreement, and any communications made in connection with the negotiation of the Agreement, shall be treated as confidential by the parties and shall not be disclosed to third parties except as required by law, court order, or to professional advisors on a need-to-know basis who are bound by confidentiality obligations.

7.2. Disclosure required by law shall be limited to the minimum necessary, and the disclosing party shall, where lawful and practicable, provide advance notice to the other party to permit the other party to seek protective treatment.

8. NOTICES

Notices to Party A Notices to Party B

All notices shall be in writing and shall be deemed given upon personal delivery, confirmed delivery by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, certified or registered, postage prepaid, addressed to the parties at the addresses set forth above or to such other address as a party may designate by notice.

9. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of , without regard to choice-of-law rules. To the extent any dispute arises concerning this Agreement, the parties submit to the exclusive jurisdiction of the state and federal courts located within that state.

10. MISCELLANEOUS

10.1. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

10.2. Amendments; Waiver. No amendment or modification of this Agreement shall be effective unless in writing and executed by an authorized representative of each party. No failure or delay by any party in exercising any right shall operate as a waiver thereof.

10.3. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

10.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures provided by electronic means shall be binding.

10.5. Attorneys' Fees. In the event of any dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs as awarded by the court or tribunal.

SIGNATURES

Party A (Printed Name):

By:

Date:

Party B (Printed Name):

By:

Date:

What an Equitable Tolling Agreement Is and When It Applies

An Equitable Tolling Agreement is a written contract between parties that pauses or extends a statute of limitations or filing deadline for a specific claim or cause of action. It preserves a party’s right to bring a claim while the parties negotiate, conduct discovery, or pursue settlement, and it can prevent procedural dismissal on statute-of-limitations grounds. In most U.S. jurisdictions parties can create such an agreement by mutual assent; electronic execution is generally permitted under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, subject to any statutory exceptions or court-specific rules.

Why Use an Equitable Tolling Agreement

An Equitable Tolling Agreement protects rights by preserving filing deadlines while parties resolve disputes or complete prerequisites to litigation, reducing the risk of forfeiture and facilitating settlement discussions.

Who Typically Prepares and Signs These Agreements

Parties involved in disputed claims, their counsel, and corporate representatives commonly draft and sign equitable tolling agreements to preserve litigation options while negotiating or gathering evidence.

Plaintiffs and claimants coordinating with counsel to avoid time-bar defenses while investigating claims.
Defendants and their insurance representatives arranging additional time for investigation or settlement talks.
In-house counsel and corporate officers executing tolling agreements to protect company interests across jurisdictions.

These agreements are used across litigation, insurance, employment disputes, and transactional disputes where timing is critical; ensure signatory authority and scope are clearly documented.

Core Elements to Include in a Professional Equitable Tolling Agreement

A well-drafted equitable tolling agreement is concise but precise: it identifies parties, sets clear start and end points for tolling, defines covered claims, specifies consideration (if any), sets notice procedures, and confirms signature and execution details.

Parties

Full legal names of all parties and any related corporate or individual identifiers; identify who is tolling claims and who is receiving the toll.

Tolling Period

Exact start and end dates or triggering events for the tolling period, using MM/DD/YYYY or clear event descriptions.

Covered Claims

A specific or descriptive list of claims, causes of action, and related time periods that the agreement tolls; avoid overly broad language.

Consideration

Any bargained-for exchange, such as promises to negotiate in good faith or limited actions, should be described to support enforceability.

Notice Procedures

How parties will provide notices, including addresses, email addresses, and acceptable delivery methods for invoking or terminating tolling.

Execution Details

Signature blocks with printed names, titles, dates, and any notarization or witness lines required by law or desired for evidentiary weight.

Step-by-Step: Completing an Equitable Tolling Agreement

Follow these steps to prepare, review, and finalize the agreement to ensure clarity and enforceability.

01

Draft core terms: Specify parties, tolling period, and covered claims.
02

Review legally: Have counsel confirm scope and consideration.
03

Select signing method: Choose in-person notarization or compliant e-signature.
04

Execute and record: Sign, date, and circulate executed copies to all parties.

How Execution and Exchange Typically Work

Equitable tolling agreements follow a short workflow from draft to execution — keep communications and versions organized.

Draft: Prepare initial agreement and circulate for comment.
Negotiate: Adjust scope, dates, and consideration as needed.
Authorize: Confirm signatory authority and legal review.
Execute: Sign using chosen method and share copies.

Customizing the Agreement for Online Signing Workflows

Configure online workflows to reduce errors: set required fields, signer order, authentication, and retention settings.

Field	Configuration
Required Fields	Mark party names, dates, and signatures as required to prevent incomplete executions.
Signer Order	Specify sequential or parallel signing depending on negotiation needs.
Authentication	Use email plus SMS code or stronger authentication for attribution evidence.
Storage	Enable PDF retention and audit trail for proof of execution.

Technical Considerations for Digital Execution

Verify the digital signing platform supports required authentication, audit trails, and document export formats before use.

Authentication: Email, SMS, or KBA
Audit Trail: IP, timestamps, actions
Integrations: CRM and cloud storage

Ensure the platform provides tamper-evident signed PDFs, secure storage, and the ability to produce admissible audit records if the agreement is later enforced.

Consequences of a Defective or Incomplete Tolling Agreement

Statute-Barred: Claim time-barred

Unenforceable Terms: Court may refuse enforcement

Authority Challenge: Signer lacked authority

Ambiguous Scope: Disputes over covered claims

Invalid Execution: Improper signing method

Evidence Gaps: Missing audit trail or originals

Common Pitfalls to Avoid When Preparing an Agreement

Using vague date language that creates ambiguity about the tolling period and triggers disputes in litigation.
Failing to confirm signatory authority or corporate authorization, which can render the agreement unenforceable.
Omitting a clear description of which claims are tolled; overly broad phrasing invites later challenges.
Neglecting to preserve an execution record (audit trail or notarized original), reducing evidentiary weight in court.

Practical Tips for Clear, Enforceable Tolling Agreements

Adopt consistent drafting and execution practices to minimize later disputes and make enforcement straightforward if needed.

Use precise dates and events

Specify the exact start and end of the tolling period and list triggering events in clear language to avoid interpretive disputes.

Limit scope thoughtfully

List the specific claims or categories tolled and avoid blanket language unless parties intentionally agree to broad tolling.

Document authority and consideration

Confirm signers’ corporate authority and record any consideration or commitments that support enforceability in court.

Preserve execution evidence

Retain signed originals or secure signed PDFs with audit trails showing signer identity, timestamps, and method of signing.

eSignature Pricing and Feature Comparison for Executing Agreements

Compare core plan and feature differences for common eSignature vendors; signNow appears first to align feature rows with available data.

	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	7-day free trial	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Vendor limits vary	Vendor limits vary	Vendor limits vary

Frequently Asked Questions About Equitable Tolling Agreements

Answers to common questions about drafting, execution, enforceability, and electronic signing of equitable tolling agreements.

Need help? Contact support

Is an e-signature legally valid?
Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the signature demonstrates intent, consent, attribution, and record retention.
Do these agreements need notarization?
Not generally required for validity, but notarization or witnesses can strengthen evidentiary weight; check state requirements if notarization or witness lines are customary.
What if the signer lacked authority?
If a signer lacked authority, a court may find the agreement unenforceable; confirm corporate authorization, board approvals, or power-of-attorney where necessary.
Can a tolling agreement revive an expired claim?
No. A tolling agreement preserves an otherwise extant cause of action during the agreed period; it does not retroactively revive a claim already time-barred before agreement execution.
How should electronic records be stored?
Retain signed PDFs with audit trails and secure storage compliant with applicable rules (e.g., HIPAA for healthcare); maintain reproducible records for discovery and enforcement.
When to consult counsel?
Consult counsel before tolling complex or multi-jurisdictional claims, when large financial stakes exist, or when statutory exceptions might affect tolling effectiveness.

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