Free Tolling Agreement Template

A tolling agreement is a written contract that pauses the deadline for filing a legal claim. Both sides agree to stop the clock for an agreed stretch of time.

The pause buys room to talk. Instead of rushing to court to protect a claim, the parties can investigate, trade documents, and negotiate. As a result, neither side loses rights simply because a calendar ran out.

Nobody admits fault by signing. The contract handles timing alone, so it takes no position on who is right or what anything is worth.

Every claim carries a filing deadline, and its length depends on the type of claim and where the dispute arises. Therefore, confirm the applicable period with a lawyer before you rely on any pause.

Courts and opposing counsel treat these documents as ordinary contracts. So the wording controls, and loose drafting creates a second dispute on top of the first.

People sometimes confuse this contract with a settlement. A settlement resolves the claim and closes it, while this one only holds the timeline open. Both sides can still walk away and litigate later.

Reach for this contract when a dispute looks solvable but the deadline is closing in. Litigation costs real money, and a filed lawsuit hardens positions quickly.

Common situations include:

• A vendor dispute where both sides want an audit before choosing sides
• An insurance claim still under review as the deadline nears
• A construction defect that needs expert inspection first
• An employment complaint moving through internal review
• A partnership disagreement heading toward mediation

Lawyers also use the pause during document-heavy investigations. Complex claims take months to evaluate, so the extra runway prevents a protective filing nobody wants.

Regulated industries lean on it too. When an agency review is already underway, waiting for that outcome often beats guessing at it in a complaint.

Multi-party disputes benefit as well. Several companies may share responsibility, and a pause lets everyone sort out roles before anyone points a finger in public.

Timing matters more than people expect. Sign a tolling agreement before the deadline passes, since the pause works best while the claim is still live.

Precision protects both sides here, because a vague pause invites a second argument later. Cover each item below.

Parties

Name every person and company involved. Also include affiliates or subsidiaries that either side might add to the dispute later.

The Claims Covered

Describe the dispute and the specific claims being paused. Then state whether unrelated claims stay on their normal schedule.

Start Date

Give the exact date the pause begins. Ambiguity here undoes the entire point of the document.

End Date or Trigger

Set a fixed end date, a notice period, or both. Many versions let either side end the pause with written notice.

Effect of the Pause

Explain that the paused days do not count toward the filing deadline. Furthermore, confirm that each side keeps every defense it held at the start.

No Admission Clause

State plainly that signing admits nothing about fault, liability, or the merits of the dispute.

Extensions

Say how the parties may extend the pause, and require any extension in writing.

Confidentiality

Decide whether the discussions during the pause stay private. Many parties add a clause keeping settlement talks out of any later filing.

Governing Law

Name the law that governs the contract itself. This keeps interpretation predictable if the dispute later grows.

Notices and Signatures

List addresses for notice, then leave signature lines for representatives who can bind each company.

The main benefit is breathing room. A tolling agreement lets both sides gather facts without a lawsuit sitting on the docket.

Costs drop as well. Filing fees, service, and early motion practice all disappear while the parties talk. Meanwhile, the working relationship survives, which matters when a supplier or partner still ships to you every week.

Privacy improves too. Court filings are public, so keeping the dispute out of the record protects both reputations while talks continue.

There are real trade-offs, though. Delay lets memories fade and witnesses move on, and documents grow harder to collect as systems get replaced.

Leverage shifts as well. Whichever side faces the deadline usually wants the pause more, so the other may ask for something in return.

Scope creates its own risk. A narrow pause may leave related claims running. An overly broad one can sweep in matters you never meant to include.

Sign while the claim is still live, and route the draft through counsel on both sides. Signature authority matters, so confirm each signer can bind the company.

Follow these steps:

1. Confirm the current deadline with your lawyer.
2. Agree on the scope, the start date, and the end trigger.
3. Circulate the draft and resolve every comment in writing.
4. Sign, exchange copies, and calendar the new end date.
5. Set a reminder well before that date arrives.

Track the document actively once it is signed. Missing an end date can leave a claim exposed. So treat the calendar entry as a hard commitment rather than a nudge.

Extensions deserve equal care. Put each one in writing, and never rely on an email that merely mentions more time.

Assign one owner on each side. A single named person avoids the gap where everyone assumes somebody else is watching the date.

Store the signed copy where both the legal file and the business file can reach it. Then complete your tolling agreement with our step-by-step questionnaire and send it for e-signature today.