Can a Tolling Agreement be e-signed?

Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and UETA, electronic signatures are valid if intent, consent, attribution, and record retention are satisfied; however, confirm state rules for exceptions and include a consumer disclosure when required.

What should the agreement specify?

It should identify parties, define covered claims, set clear start and end dates or triggering events, provide notice procedures, state governing law, and confirm signatory authority; precise drafting reduces litigation over scope and enforceability.

Does tolling stop the statute of limitations?

Yes, while the parties agree to toll, the statute's running is paused for the specified claims and period. Courts enforce tolling contracts when clear terms show mutual intent, but ambiguous terms may not suspend limitations.

Are witnesses or notarization required?

Not generally required for a contract to be valid, but state laws and context may make notarization or witnesses advisable. Real estate or certain probate-related tolling may trigger formal acknowledgment or notarization requirements under state law.

How long should retention be?

Retain executed agreements for the active period plus a conservatively long post-termination window: commonly seven years. For tax, SEC, or HIPAA-related matters follow regulatory minima (IRS three years; HIPAA six years; SEC records six years).

What if one party withdraws consent?

Include withdrawal and cure provisions. Withdrawal may terminate the tolling arrangement and restart the statute of limitations unless parties agree otherwise. Courts will enforce clear contractual terms about termination and notice procedures.

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Tolling Agreement

Tolling Agreement

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Agreement to Toll Statute of Limitations

This agreement is made by and between , and (hereafter sometimes referred to as "") and and (hereafter referred to as ""), and is made in reference to the following facts:

a. believe they may have claims against arising from .

b. So as to allow an opportunity to assess and determine the legitimacy and viability of their claims and to further determine if they have incurred or suffered damages arising out of defendants alleged negligence, desire to withhold the filing or initiation of any claim, action or lawsuit by them (or either of them) against for an agreed period of time.

c. are agreeable to providing with additional time to assess and determine the legitimacy and viability of their claims and/or the amount of their damages without the necessity of filing an action.

Therefore, the parties, in exchange for the promises made herein, and for good and sufficient consideration, agree as follows:

1. Commencing and for the duration of this Agreement, the parties agree that all applicable statute of limitations as to any and all claims that (or either of them) may have against , in connection with, related to, or arising from the Legal Matters, shall be tolled and suspended during the period of time this Agreement is in effect.

2. The parties hereby waive any defense by way of any statute of limitations which would otherwise arise during such period.

3. This waiver shall not be construed as a waiver of any statute of limitations defense that has become established as of the effective date of this Agreement, or which would arise after the date of termination of this Agreement, excluding the period during which this Agreement has operated to toll any applicable statute of limitations.

4. The running of all applicable statute of limitations shall commence again on the termination of this Agreement, unless there is an extension of this tolling Agreement executed in writing by and on behalf of the parties hereto.

5. Upon termination of this Agreement, or termination of any written extension thereof, the parties shall be returned to the status quo as of the effective date of this Agreement.

6. It is understood that by entering into this Tolling Agreement, neither party is waiving any claims, rights or defenses that may have accrued up to the effective date of this Agreement. Further, entering into this agreement is not, and shall not be construed as any admission or acknowledgment that all persons or entities identified as "" are in any way liable to for .

7. The effective date of this agreement is . This Agreement will terminate on unless extended in writing by the parties hereto. However, either party may terminate this agreement at any time, by providing notice of intent to terminate in writing addressed to the party at the address indicated below. Notice shall be done by Certified or Registered Mail. The effective date of termination given by written notice shall be 30 days beyond the date notice is given.

8. This Agreement shall not be offered in evidence in any action or proceeding except to prove that the statute of limitations was tolled for the period of time during which this Agreement was in effect.

9. This agreement may be signed in counterpart originals, but a faxed signature hereon by either party shall be effective for all purposes.

Dated:

Signature

Printed Name

Dated:

Signature

Printed Name

Dated:

Signature

Printed Name

Dated:

Signature

Printed Name

What a Tolling Agreement Is and When It Applies

A Tolling Agreement is a written contract in which parties agree to pause or extend statutory or contractual deadlines, typically for claims, investigations, or discovery. It preserves parties' rights by suspending the running of limitation periods so the parties can negotiate, investigate, or engage in alternative dispute resolution without forfeiting legal remedies. Tolling Agreements are used in commercial disputes, employment matters, insurance claims, and regulatory investigations. They should state the tolling period, scope, notice and termination provisions, and any conditions that restart or extend the limitations timeline.

Why Parties Use a Tolling Agreement

A Tolling Agreement reduces litigation risk by preserving claims while parties negotiate or investigate. It narrows disputes, limits procedural challenges, and often lowers litigation costs by allowing focused negotiation or evaluation before statutes of limitation expire.

Who Typically Uses Tolling Agreements

Counsel, claims teams, insurers, corporate legal departments, and disputing parties use Tolling Agreements to pause limitation periods during negotiations.

In-house counsel managing cross-border claims or settlement talks to preserve litigation options.
Insurance adjusters delaying claim deadlines while assessing coverage and exposure.
Plaintiffs and defendants negotiating tolls before filing suit or waiving rights.

The agreement suits disputes where delay is mutually beneficial and when parties need time to investigate, mediate, or consider settlement offers.

Step-by-Step: Preparing and Executing a Tolling Agreement

Follow these steps to prepare, execute, and preserve a Tolling Agreement accurately and legally in practice.

01

Identify Parties: List all entities and contact information for notices.
02

Define Scope: Specify which claims or time periods the tolling covers.
03

Set Duration: State start and end dates or events that resume limitations.
04

Sign & Exchange: Obtain signatures from authorized signatories and exchange copies.

Core Clauses to Include in a Professional Tolling Agreement

Core clauses in a Tolling Agreement determine enforceability, scope, and practical operation; focus on clear clause drafting to reduce disputes and preserve legal remedies.

Parties

Identify each party with its full legal name, entity type, and primary contact for notices. Include subsidiary or related entity treatment if third-party claims might involve affiliates to avoid ambiguity.

Covered Claims

Define the specific causes of action, claims, and any exclusions. Use precise language to avoid future disputes about whether a claim falls within the tolling scope.

Tolling Period

State exact dates or triggering events that begin and end tolling. Clarify whether tolling extends for named litigation, mediation, arbitration, and whether extensions require written agreement.

Notice

Set methods and timelines for notice, including email, registered mail, or overnight courier, and state when notice is effective to prevent disputes about when tolling began.

Governing Law

Specify governing state law to interpret the agreement and any choice-of-forum provisions; consider state variations in limitation periods and enforceability under UETA or ESRA.

Termination

Describe how the agreement terminates on expiration, written notice, settlement, or court order and whether tolling restarts or bars claims after termination and set post-termination obligations.

Key Security and Compliance Considerations for eExecution

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Certifications: SOC 2 Type II; ISO 27001; PCI DSS

Privacy Laws: GDPR compliant; CCPA adherence

Healthcare: HIPAA support with BAA available

Regulatory: 21 CFR Part 11 compliance options

Accessibility: WCAG 2.0 Level AA

Common Risks and Consequences of Poorly Drafted Tolling Agreements

Waiver Risk: Unintended waiver of claims

Statute Restart: Limitations may resume

Enforceability: Ambiguous terms void tolling

Notice Failure: Missed notice can nullify

Filing Penalties: Costs for late filings

Ineffective Signatures: Invalid signer authority

Frequent Drafting Mistakes to Avoid

Using vague language about covered claims or timeframes, which creates litigation over scope and may render tolling ineffective when courts require clear mutual intent.
Failing to confirm signatory authority or corporate approval; absent proper authorization, a party can challenge agreement validity and reopen limitations.
Neglecting precise notice procedures and delivery methods leads to disputes about when tolling started and whether parties complied with contractual requirements.
Overreaching by tolling unrelated claims or indefinite periods invites courts to refuse enforcement; keep scope and duration reasonable and specific.

How Execution and Preservation Typically Work

Typical workflow for drafting and executing a Tolling Agreement, including negotiation, execution, and recordkeeping steps for legal preservation.

Draft: Prepare terms and define scope
Negotiate: Agree on period and claims covered
Execute: Sign, exchange, and notarize if required
Record: File copies and preserve audit trail

Online Workflow Setup for Tolling Agreements

Configure an online workflow to collect signatures, send notices, and retain executed Tolling Agreements securely.

Field	Configuration
Authentication	Email link with optional SMS code
Signature Type	Click-to-sign or drawn signature on mobile
Notice Delivery	Email and certified mail options with read receipts
Document Storage	Encrypted cloud storage with retention controls
Audit Trail	Time-stamped record of actions and IP addresses

Platform Requirements for eSigning and eSubmission

Choose platforms that support secure e-signatures, flexible authentication, and reliable storage for Tolling Agreements.

File Formats: PDF and DOCX supported
Integrations: CRM and cloud storage integrations
Authentication Options: Email, SMS, KBA, SSO

Key Timeframes and Deadlines to Include

Key timelines and deadlines to include in a Tolling Agreement and what they affect during dispute preservation and negotiation.

Negotiation Period:

Specify a fixed number of days or calendar dates

Notice Response Time:

Set timeframe for responding to notices (e.g., 14 days)

Extension Requests:

Require written agreement for any extensions

Early Termination:

State notice period to terminate tolling early

Record Retention:

Retain executed copies for minimum seven years

Milestone Sequence From Draft to Post-Termination

Milestone timeline for a typical Tolling Agreement from negotiation through execution and post-termination actions and recordkeeping.

01

Negotiation

Parties discuss claims and draft terms.

02

Execution

Authorized signatories sign and exchange executed copies.

03

Notice

Deliver notice per agreement; tolling begins on effective notice.

04

Post-Termination

Recordkeeping, potential restart clauses, or litigation filings follow.

Typical Use Cases and Practical Outcomes

Practical examples show how Tolling Agreements preserve claims during negotiation and reduce premature filings across industries.

Commercial Dispute

A manufacturer and supplier entered a Tolling Agreement to pause the statute of limitations while negotiating alleged breach and product defect claims.

Parties settled after investigation without filing suit.
The agreement avoided costly litigation and preserved settlement leverage; clear claim definitions and a thirty-day notice provision reduced ambiguity and the risk of later statute challenges in court during enforcement proceedings.

Insurance Claim

An insurer tolled deadlines while conducting a coverage investigation into a complex liability claim to evaluate exposure and potential reservation of rights.

Tolling enabled full investigation before suit.
By documenting notice procedures and reserving subrogation rights, the parties preserved remedies and later executed a structured settlement; the insurer avoided immediate suit while protecting legal options and compliance with state claims statutes.

How a Tolling Agreement Compares With Similar Instruments

Compare Tolling Agreements with similar instruments to choose the proper tool for pausing deadlines or limiting actions.

Document Type	Effect on Limitations	Typical Use
Tolling Agreement	pauses statute	negotiation, investigation
Standstill Agreement	pauses actions	mutual non-litigation period
Forbearance Agreement	does not pause statute	payment leniency agreement
Release	extinguishes claims	settlement finality

Vendor Pricing and Feature Comparison for eSignatures

Vendor pricing and feature comparison for eSignature tools commonly used to execute and store Tolling Agreements.

	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	No	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes

Practical Tips to Improve Enforceability and Clarity

Practical drafting, execution, and recordkeeping practices that improve enforceability and reduce disputes when using Tolling Agreements.

Draft narrowly and define covered claims

Avoid overbroad language. Specify exact claims, actions, timeframes, and triggering events. Narrow drafting helps courts enforce the bargain and prevents later disputes about whether a claim was tolled or excluded, preserving intended legal rights.

Confirm authority and document approvals in corporate records

Obtain evidence of signatory power such as board resolutions, corporate minutes, or executed power of attorney. Attach or reference authorizing documents to reduce later challenges to the agreement's validity in relevant jurisdictions.

Specify notice methods and timing in precise terms

Set clear notice addresses, allowed delivery methods (email, courier, certified mail), and when notice is effective (upon receipt or specified days after dispatch). Clear rules prevent disputes about when tolling begins or ends.

Include termination and extension clauses

Define how and when the agreement may be terminated, and provide a mechanism for agreed extensions. Address obligations on termination, including notice, preservation of documents, and whether limitations restart or remain tolled for specific claims.

FAQs and Troubleshooting When Using Tolling Agreements

Common questions and practical answers on drafting, executing, and enforcing Tolling Agreements in U.S. legal contexts, including e-signatures and notarization.

Need help? Contact support

Can a Tolling Agreement be e-signed?
Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and UETA, electronic signatures are valid if intent, consent, attribution, and record retention are satisfied; however, confirm state rules for exceptions and include a consumer disclosure when required.
What should the agreement specify?
It should identify parties, define covered claims, set clear start and end dates or triggering events, provide notice procedures, state governing law, and confirm signatory authority; precise drafting reduces litigation over scope and enforceability.
Does tolling stop the statute of limitations?
Yes, while the parties agree to toll, the statute's running is paused for the specified claims and period. Courts enforce tolling contracts when clear terms show mutual intent, but ambiguous terms may not suspend limitations.
Are witnesses or notarization required?
Not generally required for a contract to be valid, but state laws and context may make notarization or witnesses advisable. Real estate or certain probate-related tolling may trigger formal acknowledgment or notarization requirements under state law.
How long should retention be?
Retain executed agreements for the active period plus a conservatively long post-termination window: commonly seven years. For tax, SEC, or HIPAA-related matters follow regulatory minima (IRS three years; HIPAA six years; SEC records six years).
What if one party withdraws consent?
Include withdrawal and cure provisions. Withdrawal may terminate the tolling arrangement and restart the statute of limitations unless parties agree otherwise. Courts will enforce clear contractual terms about termination and notice procedures.

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