Can a covenant be eSigned?

Yes. Electronic signatures are generally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.

Are notarization or witnesses always required?

Not always. Requirements vary by state and document purpose; some states or particular conveyances require notarization or witness counts, so verify governing law before execution.

Does the covenant waive all future claims?

Not necessarily. A covenant’s scope depends on its language. Courts may refuse to enforce covenants that waive non-waivable statutory rights or are unconscionably broad.

What if a signer used an incorrect legal name?

Mismatched names can create defenses to enforcement. Amend or re-execute with the correct legal name, and consider a corrective affidavit if needed.

How long should records be kept?

Retain executed covenants for at least the document term plus applicable statutory periods; federal standards include IRS 3-year retention (IRC §6501(a)) and HIPAA six years where relevant.

Can a covenant be revoked later?

Revocation depends on contract terms and consideration. Unless the agreement provides an express termination right, unilateral revocation is generally not effective and may breach the covenant.

Electronic Signature
Templates
Other
Covenant Not to Sue

Covenant Not to Sue

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

What a Covenant Not to Sue Is and when it’s used

A Covenant Not to Sue is a written agreement in which one party promises not to initiate litigation or pursue certain legal claims against another party, typically in exchange for consideration such as payment, a release, or other negotiated terms. It commonly appears in settlements, release agreements, liability waivers, and commercial disputes to limit future claims while leaving other rights or remedies intact. Properly drafted covenants define covered claims, timeframes, signatory scope, and any conditions that may revive or terminate the covenant.

Why a Covenant Not to Sue matters

A clear Covenant Not to Sue reduces litigation risk, creates predictable outcomes for parties, and preserves business relationships by avoiding court proceedings while documenting agreed limitations on claims.

Who typically prepares and signs this agreement

Common signers include claimants and defendants, businesses resolving disputes, insurers, and counsel negotiating settlements.

Individual claimants and plaintiffs
Corporate defendants and vendors
Insurers and claims administrators

Representative roles that complete the document

Claims Manager

A corporate claims manager typically prepares the covenant language, coordinates signatures, and ensures the agreement aligns with settlement authority and any insurer requirements. They confirm consideration, effective dates, and scope before closing the transaction.

Outside Counsel

Outside counsel reviews legal risk, drafts precise release and covenant clauses, and advises on enforceability under state law and exceptions such as claims that may not be waived by agreement.

Core components to include in a professional Covenant Not to Sue

A well-drafted covenant should be explicit and narrowly targeted where appropriate. Include precise definitions, scope of waived claims, any preserved rights, consideration, effective dates, and signatures for all required parties.

Parties

Full legal names of all signatories and any insured or third-party releasees. Avoid initials or acronyms without defined reference.

Scope of Claims

A clear list or definition of claims being waived (e.g., known claims, unknown claims, statutory categories) with limitations on time and subject matter.

Consideration

Description of payment, services, or other value exchanged that supports enforceability of the covenant.

Preserved Rights

Specify any claims or remedies that remain available (e.g., injunctive relief, equitable rights, criminal matters).

Effective Period

Effective date and any termination or survival clauses tied to events or timeframes.

Signature Blocks

Execution lines for each party, printed names, titles (if corporate), dates, and any notarization or witness lines if required.

Required information commonly entered on the form

Parties: Full legal names

Effective Date: MM/DD/YYYY format

Consideration: Dollar amount or description

Scope: Claims and timeframe

Signatures: Printed name and date

Notary/Witness: If required by state

Step-by-step: fill, review, and finalize the covenant

Follow these sequential steps to prepare and execute a Covenant Not to Sue with clarity and legal enforceability.

01

Draft Terms: Define scope, consideration, and preserved rights clearly.
02

Review with Counsel: Confirm enforceability under chosen state law.
03

Collect Signatures: Obtain all required signatures and dates.
04

Notarize/Store: Notarize if required and retain original securely.

How to set up an online signing workflow

Configure fields, authentication, and routing to match the agreement's required signer order and verification level.

Field	Configuration
Signature Fields	Signature, date, initials; set required
Authentication	Email link or SMS code; stronger if KBA needed
Signing Order	Sequential or parallel signer routing
Storage	Automatic PDF with audit trail

Digital signing and technical considerations

Choose an eSignature platform that supports required authentication, audit trails, and secure storage for legally sensitive agreements.

Authentication: Email, SMS, or stronger KBA
Integrations: Salesforce, NetSuite, Google Workspace
Formats: PDF, DOCX export

eSignature vendor comparison for executing a Covenant Not to Sue

Platform features and pricing vary; place operational priorities (audit trail, HIPAA, bulk send) first when comparing options.

	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 (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA required)	Yes (BAA available)	Yes	No	No

Common risks and legal consequences of a flawed covenant

Unenforceable Language: Ambiguous scope risks court invalidation

Insufficient Consideration: May render the covenant voidable

Missing Signatures: Unsigned parties are not bound

Incorrect Signatory: Wrong entity signs; agreement not binding

Statute Conflicts: Cannot waive non-waivable statutory rights

Improper Notarization: May affect authentication in certain states

Frequent drafting and execution mistakes to avoid

Using overly broad release language that unintentionally waives unrelated claims and rights.
Failing to identify the exact incident or time period the covenant covers, creating interpretive disputes.
Relying on informal signatures without confirming state notarization or witness rules where required.
Neglecting to document consideration or corporate authority for signers, undermining enforceability.

Illustrative use cases where a Covenant Not to Sue is applied

Short examples help show how covenants operate in different contexts and what parties typically agree.

Employment Settlement

An employee accepts severance in exchange for waiving discrimination and wage claims

Narrowly describe claims being waived
The covenant sets a release limited to claims arising before the effective date and preserves the employee's right to pursue workers' compensation and unemployment benefits.

Product Liability Release

A consumer accepts repair reimbursement for a defective product

Scope tied to identified defect and time period
The covenant limits civil claims related to that defect while reserving criminal or statutory consumer protections as applicable.

Key timing items to include and monitor

Track execution dates, any cure windows, and how timing affects related deadlines or obligations.

Effective Date:

Date the covenant becomes binding; enter as MM/DD/YYYY

Execution Deadline:

Last date for parties to sign and accept terms

Cure Period:

Optional window to remedy issues before covenant activates

Statute Impact:

Note whether the covenant alters time to bring claims

Retention Deadline:

Record retention per company policy and applicable law

Practical drafting and execution tips

Use targeted, plain-language clauses and preserve necessary exceptions to reduce later disputes.

Be Specific

Define the precise claims, incidents, dates, and parties covered. Specificity reduces litigation over interpretation and improves enforceability across jurisdictions.

Confirm Consideration

Document the exact consideration exchanged and the method of payment or performance to avoid later claims that the covenant lacked mutuality or adequacy.

Limit Scope

Avoid blanket waivers. Use narrow, proportionate release language so courts are less likely to find the covenant unconscionable or contrary to public policy.

Record Execution

Keep original signed documents, notarizations if used, and a digital copy with audit trail showing signer attribution and timestamps.

Frequently asked questions about Covenant Not to Sue documents

Answers to common execution and enforceability questions to help avoid pitfalls and confirm next steps.

Need help? Contact support

Can a covenant be eSigned?
Yes. Electronic signatures are generally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.
Are notarization or witnesses always required?
Not always. Requirements vary by state and document purpose; some states or particular conveyances require notarization or witness counts, so verify governing law before execution.
Does the covenant waive all future claims?
Not necessarily. A covenant’s scope depends on its language. Courts may refuse to enforce covenants that waive non-waivable statutory rights or are unconscionably broad.
What if a signer used an incorrect legal name?
Mismatched names can create defenses to enforcement. Amend or re-execute with the correct legal name, and consider a corrective affidavit if needed.
How long should records be kept?
Retain executed covenants for at least the document term plus applicable statutory periods; federal standards include IRS 3-year retention (IRC §6501(a)) and HIPAA six years where relevant.
Can a covenant be revoked later?
Revocation depends on contract terms and consideration. Unless the agreement provides an express termination right, unilateral revocation is generally not effective and may breach the covenant.

Explore Templates

Iowa Living Wills and Durable Powers of Attorney Idaho Option to Purchase Forms Idaho Power of Attorney Form and Instructions Contractor Contract Forms Illinois Termination with Discharge Laws and HR Compliance Analysis Personnel File Package

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now