Can a tolling agreement be e-signed?

Yes. Electronic signatures meet legal validity standards under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted; ensure intent, consent, attribution, and record retention to satisfy 15 U.S.C. §7001 standards.

When is notarization required?

Notarization depends on state law and the instrument's nature; some states require notarized acknowledgments for certain filings. Check state rules before execution and consider RON where permitted.

How to revoke or extend a tolling agreement?

Revocation or extension requires written consent of the parties as provided by the agreement terms; include explicit mechanics for withdrawal, notice periods, and recordation to avoid disputes.

What if a signer lacked authority?

If a signatory lacked authority, the agreement can be challenged. Prevent this by documenting authority (board minutes, power of attorney) and confirming signatory titles on the signature block.

Does a tolling agreement stop the limitations clock automatically?

Only as to the claims and period expressly covered by the agreement; specify scope and include examples or claim identifiers to reduce ambiguity and litigation over whether tolling applied.

Are electronic copies admissible in court?

Yes, where the e-signature meets ESIGN/UETA criteria and the platform preserves an audit trail. Courts accept electronic records provided authenticity and integrity can be demonstrated.

Electronic Signature
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Agreement to Toll Statute of Limitations

Agreement to Toll Statute of Limitations

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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

Dated:

Signature

Dated:

Signature

Dated:

Signature

What the Agreement to Toll Statute of Limitations Is

An Agreement to Toll Statute of Limitations is a written contract in which parties agree to pause or extend the time period during which one party may commence legal proceedings. Common in dispute negotiations, tolling agreements preserve claims while parties pursue settlement or mediation and prevent a statute of limitations from expiring during that process. The agreement identifies the claims covered, the tolling start and end dates, whether tolling is conditional or mutual, and any obligations or notice requirements during the tolling period.

Why parties use a tolling agreement

Tolling agreements protect legal claims from running out while parties negotiate, pursue documentation, or gather evidence. They offer certainty about deadlines, reduce race-to-file litigation pressure, and can enable focused settlement talks without forfeiting rights under applicable statute of limitations law (see ESIGN Act and UETA for e-signature validity).

Who typically prepares and signs these agreements

Tolling agreements are used by litigants, counsel, insurers, and parties engaged in dispute resolution who need to preserve claims temporarily.

Plaintiffs and counsel seeking to preserve filing options while negotiating settlement or completing discovery.
Defendants or insurers who want to avoid default litigation while evaluating exposure and settlement offers.
Mediators, corporate legal departments, and outside counsel coordinating multi-party tolling to streamline dispute resolution.

These agreements work best when drafted clearly, signed by authorized representatives, and documented with dates and scope of tolling.

Who can sign and why their authority matters

Plaintiff Counsel

Lead counsel frequently negotiates and signs tolling agreements on behalf of an individual or corporate plaintiff when they have express authority from the client or a written engagement that permits settlement and tolling decisions.

Corporate Officer

A corporate officer or authorized agent may sign on behalf of a business; verify board resolutions or delegations of authority to confirm signatory power and avoid later challenges to enforceability.

Essential information to include in the agreement

Parties' Names: Full legal names

Claims Covered: Specific claim descriptions

Tolling Period: Start and end dates

Governing Law: Designated state

Signatories: Names and titles

Notary Block: If required

Key risks if the agreement is incorrect

Missed Deadline: Claims may become time-barred

Unenforceable Terms: Ambiguity can void tolling

Unauthorized Signer: Signature challenges possible

Incomplete Scope: Some claims remain exposed

Improper Notice: Other parties may dispute effect

Notarization Errors: State rules may invalidate form

Common drafting and execution mistakes to avoid

Using vague language such as 'claims arising out of the dispute' without identifying claim types or dates, which can create ambiguity about what is tolled.
Failing to state clear start and end dates or conditions for termination, leaving parties unsure whether the statute timeline was actually paused.
Allowing an unauthorized employee or agent to sign without documented authority, which can provoke later challenges to enforceability.
Omitting notice procedures or methods for delivering withdrawal or extension notices, resulting in disputes about whether notice requirements were met.

Step-by-step: how to prepare and complete the tolling agreement

Follow these sequential steps to create a clear, enforceable tolling agreement and record execution properly.

01

Draft Scope: Specify the claims and time periods in plain language.
02

Confirm Authority: Verify signatory authority in writing before execution.
03

Set Dates: Insert effective and termination dates in MM/DD/YYYY format.
04

Execute and Record: Sign, notarize if needed, and distribute fully executed copies.

Where to send or file the executed agreement

Determine distribution and filing so all parties and counsel have enforceable copies and a clear record of execution.

Retention Copy: Each party keeps an executed original or certified copy.
Service Copies: Deliver signed copies to counsel and insurers as applicable.
Court Filing: File with the court only if required or strategically advisable.
Document Management: Store in secure contract repository with access logs.

How to set up a digital signing workflow for this agreement

Configure signing flow before sending to ensure each signer completes required fields and authentication steps.

Field	Configuration
Signature Field	Require signature and date fields for each signer
Authentication	Use email + SMS code or stronger ID verification
Order	Set signing order when sequential execution required
Notifications	Enable email reminders and completion receipts

Digital signing and e-submission considerations

Use a compliant eSignature platform that preserves audit trails, timestamps, and signer attribution.

Authentication: Email, SMS, or KBA
Audit Trail: IP, timestamp, event log
Document Formats: PDF/A or DOCX supported

Confirm the platform meets ESIGN and UETA requirements and any industry-specific standards before executing electronically.

Real-world examples of digital execution and recordkeeping

Practical examples show how execution and storage choices affect enforceability and workflow efficiency.

Optica Ventures (Brian Fitzgibbons)

When preserving pre-litigation claims parties used a digital tolling agreement to pause deadlines while negotiating

The agreement covered specific contract claims and included precise start and end dates
Brian Fitzgibbons noted the interface was easy for their customers, and secure recordkeeping ensured all counsel had identical executed copies for future reference.

Martin Properties (Tim Martin)

A property dispute required extra time for title review, so parties agreed to toll limitations during due diligence

They documented the agreement electronically with notarization where required
Tim Martin explained that processing documents online maintained compliance and allowed remote stakeholders to review and sign efficiently.

How a tolling agreement differs from related documents

Compare common instruments to clarify when an Agreement to Toll Statute of Limitations is appropriate instead of other legal tools.

Criteria	Tolling Agreement	Release	Standstill Agreement
Primary Purpose	pause filing period	permanently waive claims	temporary conduct restrictions
Effect on Claims	preserves rights	extinguishes rights	limits actions
Typical Use	settlement talks	final settlement	negotiation buffer
Revocable	often yes by agreement		often yes by agreement

Comparing eSignature providers for executing tolling agreements

Platform selection affects authentication, audit trail, and cost; the table below summarizes common capability and pricing dimensions for five major vendors.

	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 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
Envelope Cap	No cap	100 env/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions about enforceability and execution

Answers to common legal and execution questions about Agreements to Toll Statute of Limitations, including electronic signing and recordkeeping.

Need help? Contact support

Can a tolling agreement be e-signed?
Yes. Electronic signatures meet legal validity standards under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted; ensure intent, consent, attribution, and record retention to satisfy 15 U.S.C. §7001 standards.
When is notarization required?
Notarization depends on state law and the instrument's nature; some states require notarized acknowledgments for certain filings. Check state rules before execution and consider RON where permitted.
How to revoke or extend a tolling agreement?
Revocation or extension requires written consent of the parties as provided by the agreement terms; include explicit mechanics for withdrawal, notice periods, and recordation to avoid disputes.
What if a signer lacked authority?
If a signatory lacked authority, the agreement can be challenged. Prevent this by documenting authority (board minutes, power of attorney) and confirming signatory titles on the signature block.
Does a tolling agreement stop the limitations clock automatically?
Only as to the claims and period expressly covered by the agreement; specify scope and include examples or claim identifiers to reduce ambiguity and litigation over whether tolling applied.
Are electronic copies admissible in court?
Yes, where the e-signature meets ESIGN/UETA criteria and the platform preserves an audit trail. Courts accept electronic records provided authenticity and integrity can be demonstrated.

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