What Is a Tolling Agreement?
A tolling agreement is a written agreement between parties to pause the statute of limitations, which is the deadline to file a legal claim. How long that deadline lasts depends on the type of case and the state.
By signing a tolling agreement, both sides agree to stop the legal clock for a set period. That way, you don’t lose your right to file a claim while you negotiate, gather information, or decide your next step. A tolling agreement gives you breathing room when a legal deadline is approaching. But both parties have to agree. One side can’t extend the deadline on its own.
A tolling agreement needs to be signed before the statute of limitations expires. It can’t bring back a claim after the deadline has already passed. If the deadline runs out, you may lose your right to sue entirely.
When Should You Use a Tolling Agreement?
Use a tolling agreement when you need more time before taking legal action. It helps you move forward without rushing into a lawsuit. You might use one if:
- You think you may have a claim, but need time to decide
- You’re in the middle of settlement talks and don’t want to rush
- You want to avoid filing a lawsuit just to protect your rights
- You need time to collect documents or review details
- You’ve sent or received a demand letter and need time to respond
- You both want to resolve the issue without going to court
For example, if you’re dealing with an insurance company over a denied claim, the process can take time. If your filing deadline is coming up while you’re waiting on a response or negotiating, a tolling agreement gives you more time to continue those discussions without filing right away.
Signing a tolling agreement doesn’t mean either party admits fault or liability. It simply pauses the deadline while both sides work through the dispute.
What to Include in a Tolling Agreement
A tolling agreement should explain what the dispute is, how long the deadline is paused, and when it starts again. Most agreements include:
- The description of the dispute explains what the issue is, what happened, and the dates involved.
- The reason for tolling explains why the deadline is paused, like ongoing settlement talks or case review.
- The tolling period sets a clear end date or condition so you know when the clock restarts.
- The termination terms explain how either party can end the agreement and how much notice is needed.
- The effect of tolling confirms how the remaining time to file is handled once the agreement ends.
- The no admission of fault clause confirms that neither side accepts liability by signing.
These details make it clear how much time is left to file and what happens if talks break down. Legal Templates helps you put these terms in place so you don’t miss anything that could affect your claim.
How Long Can a Tolling Agreement Last?
A tolling agreement lasts as long as both sides agree. The length isn’t fixed by law. Instead, the parties set the timing based on their situation. In most cases, the agreement will:
- Set a fixed end date or have it end when a specific event or condition occurs.
- Allow extensions if both sides agree to more time.
- Define a clear start and end point so the timeline is easy to follow.
- End when the period expires or if one party terminates early.
Even with that flexibility, there is still an outer limit to consider. Most states have a statute of repose, which sets a final deadline to file a claim. Unlike the statute of limitations, it usually cannot be extended or paused. A tolling agreement cannot override that deadline, so the agreement should not run too long or stay open-ended.
Once the agreement ends, the statute of limitations starts running again, with the amount of time that was remaining when the agreement was signed. If the dispute isn’t resolved, you can still file a claim as long as time remains on the original deadline. Courts may step in if the terms are unclear, open-ended, or unfair. State law can also affect how the agreement is enforced.
Keep a signed copy of your tolling agreement in case timing is questioned, and track when the tolling period ends so you don’t miss the deadline.
Tolling Agreement Examples
Below are excerpts from completed tolling agreements showing two common approaches. One uses a fixed end date, while the other ends when a specific event occurs.
Example 1 (Fixed Date – California)
This Tolling Agreement (the “Agreement”) is made as of this March 1, 2026, (the “Effective Date”) by and between Karan Shetty, located at 206 Constance Street, Los Angeles, CA 90001 (“Claimant”) and Turner Construction Company, located at 301 Dundas Street, San Diego, CA 92101 (“Respondent”).
Tolling Period: …shall be tolled until June 1, 2026 (the “Tolling Date”).
Termination: …by delivering 10 days written notice to the other party.
Governing Law: …laws of the State of California.
Example 2 (Event-Based – Texas)
Here’s the same agreement structured around an event instead of a fixed date.
This Tolling Agreement (the “Agreement”) is made as of this January 15, 2026, (the “Effective Date”) by and between Emily Davis located at 789 Pine Avenue, Austin, TX 73301 (“Claimant”) and Hudson Engineering Group, Inc., located at 321 Oak Drive, Dallas, TX 75201 (“Respondent”).
Tolling Period: …shall be tolled until the earlier of (i) the execution of a written settlement agreement by the parties, or (ii) April 15, 2026 (the “Tolling Date”).
Termination: …by delivering 7 days written notice to the other party.
Governing Law: …laws of the State of Texas.
Tolling Agreement Sample
View a completed tolling agreement to see how it’s structured. Then customize your own and download it in Word or PDF.
