[{"data":1,"prerenderedAt":520},["ShallowReactive",2],{"document-covenant-not-to-sue-D871":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":519},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"COVENANT NOT TO SUE This Covenant Not to Sue (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME], (\"Party A\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PARTY B], (\"Party B\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration received, the undersigned being the holder of an actual, asserted or prospective claim against arising from: [DESCRIBE] do hereby covenant that I/we shall not commence or maintain any suit thereon against said party whether at law or in equity provided nothing in this agreement constitutes a release of this or any other party thereto.",null,"Covenant Not to Sue","1",29,"doc","https://templates.business-in-a-box.com/imgs/1000px/covenant-not-to-sue-D871.png","https://templates.business-in-a-box.com/imgs/250px/871.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#871.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"covenant not to sue","Covenant Not to Sue Template","https://templates.business-in-a-box.com/imgs/400px/871.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":17,"url":18},{"label":31,"url":32},"Transfers Terminations & Releases","/templates/transfers-terminations-and-releases/",[34,38,42,46,50,54,58,62,66,70,74,78,82,101,116,129,144,158],{"label":35,"url":36,"thumb":37,"extension":10},"Legal Service Agreement","/template/legal-service-agreement-D14001","https://templates.business-in-a-box.com/imgs/250px/14001.png",{"label":39,"url":40,"thumb":41,"extension":10},"Contract on Retaining Legal Counsel","/template/contract-on-retaining-legal-counsel-D5189","https://templates.business-in-a-box.com/imgs/250px/5189.png",{"label":43,"url":44,"thumb":45,"extension":10},"License Agreement Contract of License_Right to Customer","/template/license-agreement-contract-of-license-right-to-customer-D1023","https://templates.business-in-a-box.com/imgs/250px/1023.png",{"label":47,"url":48,"thumb":49,"extension":10},"Contract Manufacturing Agreement","/template/contract-manufacturing-agreement-D13942","https://templates.business-in-a-box.com/imgs/250px/13942.png",{"label":51,"url":52,"thumb":53,"extension":10},"Checklist Small Business Legal Compliance Inventory","/template/checklist-small-business-legal-compliance-inventory-D864","https://templates.business-in-a-box.com/imgs/250px/864.png",{"label":55,"url":56,"thumb":57,"extension":10},"Restrictive Covenants for Employment Agreements","/template/restrictive-covenants-for-employment-agreements-D555","https://templates.business-in-a-box.com/imgs/250px/555.png",{"label":59,"url":60,"thumb":61,"extension":10},"Agreement to Rescind Contract of Sale","/template/agreement-to-rescind-contract-of-sale-D1165","https://templates.business-in-a-box.com/imgs/250px/1165.png",{"label":63,"url":64,"thumb":65,"extension":10},"Development Agreements Multimedia Publisher","/template/development-agreements-multimedia-publisher-D5174","https://templates.business-in-a-box.com/imgs/250px/5174.png",{"label":67,"url":68,"thumb":69,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":71,"url":72,"thumb":73,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":75,"url":76,"thumb":77,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":79,"url":80,"thumb":81,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":86,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":92,"keywords":99,"url":100},"RELEASE OF LIABILITY WAIVER This Release of Liability Waiver (the \"Waiver\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Releasor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its address located at: [COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Releasee\"), with a mailing address of: [COMPLETE ADDRESS] LIABILITY EVENT 1.1 Under the terms of this Release of Liability Waiver, which is hereby acknowledged, the Releasor hereby releases and forever discharges the Releasee of: [DESCRIBE THE LIABILITY] (\"Liability\"). 1","Release Of Liability Waiver","2",513,"https://templates.business-in-a-box.com/imgs/1000px/release-of-liability-waiver-D12892.png","https://templates.business-in-a-box.com/imgs/250px/12892.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12892.xml",{"title":91,"description":6},"release of liability waiver",[93,96],{"label":94,"url":95},"Human Resources","human-resources",{"label":97,"url":98},"Company Policies","company-policies","release liability waiver","/template/release-of-liability-waiver-D12892",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":114,"url":115},"SETTLEMENT AGREEMENT This Settlement Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Creditor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] [THIRD PARTY NAME] (the \"Debtor\"), an individual with his main address located at: [COMPLETE ADDRESS] WHEREAS by Statement of Claim filed on [DATE] in the Federal Court of [COUNTRY] (Trial Division) under court file number [NUMBER], as amended by an Amended Statement of Claim filed therein on [EFFECTIVE DATE], [COMPANY NAME]. (the \"Creditor\") instituted proceedings as plaintiff against the Company and Debtor as defendants in recovery of the sum of [AMOUNT] (the \"Action\"); WHEREAS in the Action, the Creditor has claimed the amount of [AMOUNT] from Debtor pursuant to a certain guarantee executed by him in favor of the Creditor; WHEREAS [COMPANY NAME] and the Creditor amalgamated effective [DATE], such that [COMPANY NAME] became a division of the Creditor; WHEREAS the parties have agreed to settle the Action upon the terms and conditions hereinafter set forth: NOW WHEREFORE, the parties hereto agree as follows: The Action is settled upon the terms hereinafter set forth. The parties shall execute a Declaration of Settlement Out Of Court in respect of the Action, which Declaration shall be remitted to the Bank, and which the Bank shall file in the court record on the latest of the trial date fixed for the Action, being [EFFECTIVE DATE], receipt of the initial payment provided for in Section 2 hereof and the date of registration of the Security contemplated in Section 2 hereof. Debtor hereby undertakes to pay to the Creditor the sum of [AMOUNT] in lawful currency of [COUNTRY] (the \"Settlement Amount\"), payable as set out below. Debtor shall pay to the Bank at its offices noted above the principal sum of [AMOUNT] in lawful currency of [COUNTRY] (the \"Principal Amount\"), by way of [NUMBER] equal consecutive monthly installments in the amount of [AMOUNT] each, payable on the [DATE] day of each month, commencing on [EFFECTIVE DATE] until full payment on [DATE] (the \"Payments\"). Concurrently with the execution hereof, Debtor shall deliver to the Creditor [NUMBER] check in the amount of [AMOUNT] each dated the [DATE] day of each month in payment of the Payments for [EFFECTIVE DATE] to [EFFECTIVE DATE] inclusively. Thereafter, Debtor shall deliver to the Creditor by or before [DATE] of each year, commencing [EFFECTIVE DATE] to [EFFECTIVE DATE] inclusively, [NUMBER] check in the amount of [AMOUNT] each dated the [NUMBER] day of each of the following [NUMBER] months in payment of the Payments for the said [NUMBER] month period. By or before [EFFECTIVE DATE], Debtor shall deliver to the Creditor [NUMBER] check in the amount of [AMOUNT] each dated the [NUMBER] day of each of the remaining [NUMBER] months in payment of the Payments for the said [NUMBER] month period. The Principal Amount shall bear interest from the date of any unremedied default at the rate of [PERCENTAGE %] percent per annum, calculated on the balance then outstanding and payable on demand. All interest not paid when due shall bear interest at the same rate calculated as aforesaid and payable on demand. The balance of [AMOUNT] (the \"Balance\") shall be paid to the Creditor by way of compensation and set-off against the amount of any commission which may become owing to Debtor by the Creditor on any sales of its assets which Debtor may make from time to time hereafter on behalf of the Creditor, and against the amount of any salary or other compensation which may become owing to him by the Creditor in respect of any other services of any nature whatsoever which Debtor may perform from time to time hereafter on behalf of the Creditor. The amount of such commissions, salary and/or other compensation shall be determined in accordance with the terms and conditions of any agreements which the Creditor and Debtor may enter into for the provision of such services by Debtor to the Creditor. The Creditor shall provide to Debtor on a regular basis a list of assets currently offered for sale by the Creditor and undertakes to give Debtor every opportunity, on a non-exclusive basis, to sell such assets and undertakes not to act unreasonably in considering any offer to purchase which Debtor may bring to the Creditor. In the event that the Balance has not been repaid in full on the date the last payment falls due under Section 2.1 hereof, Debtor shall pay off the amount of the Balance then outstanding (the \"Unpaid Balance\") by way of consecutive monthly installments in the amount of [AMOUNT] each, payable on the [DATE] day of each month, commencing [EFFECTIVE DATE] (the \"Extended Period\"). On [EFFECTIVE DATE], Debtor shall deliver to the Creditor the requisite number of check in the amount of [AMOUNT] each dated the [DATE] day of each month in payment of the Unpaid Balance, provided always that Debtor shall still be able to pay any or all of the Unpaid Balance during the Extended Period by way of compensation and set-off pursuant to the provisions of Section 2.3.1. Debtor shall have a grace period of [NUMBER] days from the date of any written notice of default to make any Payment due hereunder to remedy said default. In the event the default is not remedied within such period, Debtor shall lose the benefit of the term provided for herein and the entire balance of the Settlement Amount then outstanding shall become immediately due and payable. The Creditor shall then be entitled to demand payment in full of the outstanding amount of the Settlement Amount, by written notice of demand, without further notice, including prior notice of such acceleration, or delay. The Creditor shall, in addition to its right to accelerate payment in the event of an unremedied default to make any payment, be entitled to accelerate payment should the Creditor advise Debtor in writing of the discovery of any material omission of any encumbrance on any of the assets listed in Schedule C or of any other limitation or alteration in Debtor's right, title and interest in and to the assets listed in Schedule C, provided that Debtor shall have [NUMBER] days from the date of such notice to remedy the default such that the omission is no longer material, but not in the event of any other default hereunder. Concurrently with his execution of the present Settlement Agreement, Debtor shall execute demand promissory notes in the amounts of [AMOUNT] respectively, in the form of the promissory notes annexed hereto as Schedules A and B respectively, to be held by the Creditor as collateral security for the performance of Debtor's obligations under this Section 2. Debtor shall grant security in favor of the Creditor against each and all of the assets identified in the affidavit executed by Debtor concurrently herewith and annexed hereto as Schedule C (the \"Secured Assets\"), subject to the encumbrances thereon as disclosed therein (the \"Encumbrances\"), which Encumbrances Debtor hereby represents and warrants are all the encumbrances existing against the Secured Assets, and which Secured Assets Debtor hereby represents and warrants have a net aggregate liquidation value, after deduction of the reasonable expenses of liquidation and after payment of the Encumbrances of not less than the Settlement Amount. ","Settlement Agreement","8",64,"https://templates.business-in-a-box.com/imgs/1000px/settlement-agreement-D916.png","https://templates.business-in-a-box.com/imgs/250px/916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#916.xml",{"title":6,"description":6},[111,113],{"label":17,"url":112},"business-legal-agreements",{"label":17,"url":112},"settlement agreement","/template/settlement-agreement-D916",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":86,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":128},"SEPARATION AGREEMENT This Separation Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [PARTNER A FULL NAME], (\"Partner A\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] AND: [PARTNER B FULL NAME], (\"Partner B\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, Partner A and Partner B shall be referred to as the \"Parties.\" WHEREAS, the Parties are partners in a partnership for the purpose of [SPECIFY THE PURPOSE OF BUSINESS] and entered into a written agreement dated [DATE]. WHEREAS, Partner A (the \"SEPARATING PARTNER\") desires and has agreed upon a separation from the partnership and is entering into this Separation Agreement with Partner B in order to effectuate the same. WHEREAS, Partner B shall manage the affairs of the Business solely after the effective date of this Agreement. NOW, THEREFORE, the Parties hereby agree as follows: SEPARATION Partner A shall separate himself from the partnership, effective on [DATE] and thereafter promptly halt involvement in the affairs of the Business, and incur no further obligations on behalf of the Business after the effective date of this Agreement. Partner B shall manage the affairs of the Business solely after the effective date of this Agreement. The Parties shall mutually determine the extent and whereabouts of all partnership assets, inventory, liabilities, debts and tax obligations. Accounting. A statement of account shall be prepared which will include a list of all the inventories, assets, liabilities and debts, and such statement of account shall be treated as a matter of record and the Parties may access the said statement when necessary or desired. On completion of the accounting, the Separating Partner shall pay his share of liabilities, debts, taxes and other pending expenditures, if any. After the obligation of the Separating Partner to pay the liabilities is fulfilled, the remaining amount shall be distributed in the proportion of the contribution of the Separating Partner towards the capital of the Business. In such division, any amounts paid earlier or due to the Separating Partner according to the books of the partnership shall be taken into account. RELEASE AND INDEMNIFICATION Partner B releases Partner A from any and all known claims, actions and demands arising as a result of the Business. This release does not prevent a Party from bringing suit under this Separation Agreement, should this Agreement not be fulfilled according to the rules set forth. The Parties agree to indemnify the other Party from claims, damages, or obligations of any kind with regard to their duties in distribution of assets and liabilities, unless the claims or losses come as a result of a Party's breach of contract, unethical behavior, and/or grossly negligent actions. CONFIDENTIALITY The Separating Partner agrees to hold the provisions of this Agreement in strictest confidence and agrees not to publicize or disclose any confidential or proprietary information of the other Party or the Business, its subsidiaries or affiliated entities and not to solicit the Business's employees, and, to the extent permitted by applicable law, not to solicit the Business's customers. NON-DISPARAGEMENT ","Separation Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/separation-agreement-D13184.png","https://templates.business-in-a-box.com/imgs/250px/13184.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13184.xml",{"title":124,"description":6},"separation agreement",[126,127],{"label":17,"url":112},{"label":17,"url":112},"/template/separation-agreement-D13184",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":86,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":143},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":137,"description":6},"non disclosure agreement nda",[139,140],{"label":17,"url":112},{"label":141,"url":142},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":145,"descriptionCustom":6,"label":146,"pages":119,"size":86,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":152,"keywords":151,"url":157},"INDEMNIFICATION AGREEMENT This Indemnification Agreement (\"Agreement\") is effective as of [DATE], BETWEEN: [NAME OF THE INDEMNIFYING PARTY] (the \"Indemnifier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NAME OF THE INDEMNITEE] (the \"Indemnitee \"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Indemnitee seeks protection against any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's participation in the Activity. WHEREAS, the Indemnifier seeks to minimize any hardship the Indemnitee might suffer as the result of any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's participation in the Activity. NOW THEREFORE in consideration and as a condition of the Indemnifier and the Indemnitee entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: INDEMNIFIED ACTIVITY The Indemnitee seeks to be protected from the following indemnified activity (hereinafter referred to as the \"Activity\"): [SPECIFY ACTIVITY] INDEMNITY The Indemnifier agrees to indemnify and hold harmless the Indemnitee, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the Activity. EXCEPTIONS TO INDEMNIFICATION The Indemnifier shall not be obligated to indemnify the Indemnitee for any fines, expenses, judgments, settlements, and other obligations incurred as the result of the Indemnitee's participation in the Activity: In the case of a criminal proceeding; or In the case of a civil claim where the Indemnitee did not act in good faith and/or in a reasonable manner; or If the Indemnitee will or has received payment under a valid and collectible insurance policy or under a valid and enforcement indemnity clause, bylaw or agreement, except where payment under the insurance policy, clause, bylaw or agreement is not sufficient to fully indemnify the Indemnitee, in which case the Indemnifier will be responsible for any shortfall in the payment received; or If an action or proceeding was initiated in whole in or in part by the Indemnitee, whether alone or along with one or more other claimants, unless the action or proceeding has the written consent of the Indemnifier. NOTICE OF CLAIM In the event of any claim or action, the Indemnitee must promptly provide the Indemnifier with written notice of the claim or action and will notify the Indemnifier of any legal proceedings relating to the claim or action within [NUMBER OF DAYS] of the Indemnitee's receipt of notice of such proceedings. The Indemnitee must provide the Indemnifier with all known information available to the Indemnitee relating to the claim or action. COOPERATION ​ The Indemnitee agrees to wholly cooperate with the Indemnifier in the defence of any claim or action against it that the Indemnitee seeks to be indemnified for, including but not limited to, providing the Indemnifier with all available information related to the claim or action, responding to reasonable requests from the Indemnifier for information, documentation, and the like","Indemnification Agreement","https://templates.business-in-a-box.com/imgs/1000px/sample-doc-for-test-D13016.png","https://templates.business-in-a-box.com/imgs/250px/13016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13016.xml",{"title":151,"description":6},"indemnification agreement",[153,154],{"label":17,"url":112},{"label":155,"url":156},"Release Agreements","release-agreement","/template/indemnification-agreement-D13016",{"description":159,"descriptionCustom":6,"label":160,"pages":8,"size":86,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":166,"keywords":171,"url":172},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] NOTICE TO CEASE AND DESIST Dear [Contact name], This letter is served upon you due to ______________________________________________ (\"the Activity\"). These claims are further explained in detail and supported by the attached exhibits and affidavits. If you do not cease the aforementioned Activity, a lawsuit will be launched against you. ","Cease and Desist Letter","https://templates.business-in-a-box.com/imgs/1000px/cease-and-desist-letter-D12916.png","https://templates.business-in-a-box.com/imgs/250px/12916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12916.xml",{"title":165,"description":6},"cease and desist letter",[167,168],{"label":17,"url":112},{"label":169,"url":170},"Litigation & Settlement","litigation-settlement","cease desist letter","/template/cease-and-desist-letter-D12916",false,{"seo":175,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":252,"clauses":289,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":450,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":508,"classification":509},{"meta_title":176,"meta_description":177,"primary_keyword":178,"secondary_keywords":179},"Covenant Not To Sue Template | BIB","Free covenant not to sue template for settling claims without dismissing the underlying right. Download in Word, edit online, or export as PDF.","covenant not to sue template",[180,181,182,183,184,185,186,187],"covenant not to sue agreement","covenant not to sue form","covenant not to sue vs release","covenant not to sue sample","covenant not to sue free download","legal covenant not to sue","covenant not to sue word template","settlement covenant not to sue",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":194,"legal_review_recommended":192,"signature_required":192,"notarization_required":173},"advanced",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A Covenant Not To Sue is a binding legal agreement in which one party promises not to initiate or continue legal action against another party for a specified claim, while preserving the underlying legal right rather than extinguishing it entirely. This free Word download gives you a professionally structured starting point you can edit online and export as PDF — covering the scope of the promise, consideration, carve-outs, and governing law in a single concise document.\n","Use it when you want to resolve a specific dispute or limit future litigation exposure without executing a full and final release — for example, when settling one claim in a multi-party dispute while preserving claims against other defendants, or when agreeing not to sue over a known defect in exchange for a repair or payment.\n","Identification of the parties and covered claims, the covenant promise itself, consideration paid, any reserved rights or carve-outs, an indemnification obligation for breach, a representation of authority to sign, and the governing law and dispute resolution clause.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Business owners settling commercial disputes","Resolving a contract or property claim against a vendor without a full release","persona-small-business-owner",{"title":205,"use_case":206,"icon_asset_id":207},"Startup founders and investors","Limiting IP infringement claims between co-founders during a buyout","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"Insurance adjusters and claims managers","Settling a claimant's action against one insured party while preserving claims against others","persona-insurance-adjuster",{"title":213,"use_case":214,"icon_asset_id":215},"Corporate legal and operations teams","Documenting an agreement not to pursue known product defect claims in exchange for remediation","persona-operations-director",{"title":217,"use_case":218,"icon_asset_id":219},"Real estate professionals","Resolving a boundary or easement dispute without a full title release","persona-real-estate-agent",{"title":221,"use_case":222,"icon_asset_id":223},"Healthcare and medical device companies","Settling a single patient or provider claim while reserving rights in related proceedings","persona-healthcare-admin",[225,229,233,236,240,244,248],{"situation":226,"recommended_template":227,"slug":228},"Settling all claims between two parties with full finality","General Release of Liability","unilateral-liability-release-D1045",{"situation":230,"recommended_template":231,"slug":232},"One party releasing another from injury or property damage claims","Release of Liability Waiver","release-of-liability-waiver-D12892",{"situation":234,"recommended_template":103,"slug":235},"Resolving a specific monetary dispute under a contract","settlement-agreement-D916",{"situation":237,"recommended_template":238,"slug":239},"Preserving claims against co-defendants while settling with one","Covenant Not To Sue (Multi-Party)","covenant-not-to-sue-D871",{"situation":241,"recommended_template":242,"slug":243},"Discharging employment-related claims at termination","Separation Agreement and Release","separation-and-release-agreement-D524",{"situation":245,"recommended_template":246,"slug":247},"Settling a personal injury claim for a defined payment","Personal Injury Release","request-release-of-personal-guaranty-D299",{"situation":249,"recommended_template":250,"slug":251},"Releasing a contractor from defect claims after remediation","Mutual Release Agreement","mutual-release-D1043",[253,256,259,262,265,268,271,274,277,280,283,286],{"term":254,"definition":255},"Covenant Not To Sue","A contractual promise not to initiate or continue a specified legal action, which preserves the underlying cause of action rather than extinguishing it.",{"term":257,"definition":258},"Release of Liability","A document that permanently extinguishes a legal claim, preventing the releasing party from ever asserting it again — stronger and more final than a covenant not to sue.",{"term":260,"definition":261},"Consideration","Something of legal value exchanged between the parties — money, services, or a mutual promise — that makes the covenant enforceable as a contract.",{"term":263,"definition":264},"Cause of Action","The specific legal claim or set of facts that entitles a party to seek relief from a court, such as breach of contract, negligence, or infringement.",{"term":266,"definition":267},"Covenantor","The party making the promise not to sue — typically the party who holds or could assert the underlying legal claim.",{"term":269,"definition":270},"Covenantee","The party receiving the benefit of the promise — the one protected from the threatened or potential litigation.",{"term":272,"definition":273},"Reserved Rights","Claims explicitly excluded from the scope of the covenant, which the covenantor retains the right to pursue against the covenantee or third parties.",{"term":275,"definition":276},"Indemnification","An obligation by the covenantor to compensate the covenantee for losses incurred if the covenantor breaches the promise not to sue.",{"term":278,"definition":279},"Joint Tortfeasor","One of two or more parties whose concurrent negligence or wrongdoing contributed to the same harm — relevant when a covenant settles claims against one defendant while preserving claims against others.",{"term":281,"definition":282},"Accord and Satisfaction","A method of discharging a claim by accepting a payment or performance different from what was originally owed — distinct from a covenant, which does not discharge the debt.",{"term":284,"definition":285},"Pro Tanto Credit","A reduction in the judgment amount a plaintiff can recover from remaining defendants by the amount already received from a settling co-defendant.",{"term":287,"definition":288},"Governing Law","The jurisdiction whose laws apply to interpret and enforce the covenant, typically stated explicitly to prevent disputes about which court or legal system controls.",[290,295,300,304,309,314,319,324,329,334],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and recitals","Identifies the covenantor and covenantee by full legal name and entity type, and briefly describes the background dispute or circumstance giving rise to the covenant.","This Covenant Not To Sue ('Covenant') is entered into as of [DATE] by and between [COVENANTOR FULL LEGAL NAME], a [ENTITY TYPE] ('Covenantor'), and [COVENANTEE FULL LEGAL NAME], a [ENTITY TYPE] ('Covenantee'). WHEREAS, a dispute has arisen between the parties relating to [BRIEF DESCRIPTION OF DISPUTE];","Using trade names or abbreviated names instead of the registered legal entity names. If the covenantor's name does not match the party on the underlying claim, the covenant may fail to bind the correct legal person.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Covenant promise and scope of claims covered","The core operative clause — the covenantor's express, binding promise not to file or pursue the specified legal claims against the covenantee.","Covenantor hereby covenants and agrees not to institute, maintain, or prosecute any action, suit, or proceeding against Covenantee arising from or relating to [SPECIFIC CLAIM DESCRIPTION], including but not limited to claims for [CAUSE OF ACTION 1] and [CAUSE OF ACTION 2], occurring on or before [DATE].","Defining the covered claims too broadly — sweeping in unrelated future claims the covenantor did not intend to waive. Courts may interpret an overbroad scope as a full release, destroying the document's strategic purpose.",{"name":260,"plain_english":301,"sample_language":302,"common_mistake":303},"States what the covenantee pays or provides in exchange for the promise, making the covenant a binding contract rather than a revocable gratuitous promise.","In consideration of the payment of [AMOUNT] USD and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Covenantor agrees to the terms of this Covenant.","Reciting 'nominal consideration of $1' without reflecting actual payment. Courts in some jurisdictions have found nominal consideration inadequate to support a covenant not to sue, particularly when the claim being covenanted is substantial.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Reserved rights and carve-outs","Expressly lists any claims, parties, or matters excluded from the covenant's scope that the covenantor retains the right to pursue.","Nothing in this Covenant shall be construed to release or limit Covenantor's rights against any third party, including [CO-DEFENDANT / RELATED PARTY NAME], or to waive any claims arising from events occurring after [DATE].","Omitting the reserved rights clause entirely. Without it, a covenantee or court may argue the covenant implicitly covers all claims between the parties, eliminating the strategic advantage of using a covenant rather than a full release.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Indemnification for breach","Requires the covenantor to indemnify and hold harmless the covenantee against any losses, legal fees, or damages incurred if the covenantor violates the promise not to sue.","In the event Covenantor breaches this Covenant by initiating or maintaining any action covered herein, Covenantor shall indemnify and hold harmless Covenantee from and against all claims, damages, losses, and expenses, including reasonable attorneys' fees, arising from such breach.","Limiting indemnification to direct damages only. Attorneys' fees and defense costs — often the largest exposure in a breach — must be explicitly included or they may not be recoverable.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Representations and warranties","Each party confirms it has the authority and capacity to enter the covenant, has not previously assigned the covered claims to a third party, and is not aware of any competing rights.","Covenantor represents and warrants that: (a) it has full authority to enter into this Covenant; (b) the covered claims have not been assigned, transferred, or encumbered; and (c) no other person or entity holds a right to assert the covered claims.","Omitting the no-assignment representation. If the covenantor previously assigned the covered claim to a litigation funder or attorney under a contingency fee arrangement, the covenant may not bind the actual claim holder.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Non-admission of liability","Confirms that entering the covenant does not constitute an admission of fault, liability, or wrongdoing by either party.","This Covenant is made in compromise of a disputed claim. Nothing herein shall be construed as an admission of liability, fault, or wrongdoing by Covenantee or any other party.","Omitting this clause in commercial settings. Without it, the covenant itself can be introduced as evidence of implied liability in related proceedings involving third parties.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Effect on co-defendants and joint tortfeasors","Addresses how the covenant interacts with claims against other defendants in multi-party disputes, specifying whether the covenantee receives a pro tanto credit or whether the covenantor's claim against others is preserved in full.","This Covenant shall not operate to release any other person or entity from liability for the covered claims. Any recovery by Covenantor against third parties shall be reduced by [the amount paid hereunder / the pro tanto credit applicable under governing law].","Ignoring jurisdiction-specific joint tortfeasor rules. Several US states apply a proportionate-fault credit rather than a pro tanto credit — using the wrong formula can expose the remaining defendants to a windfall or leave the covenantor under-compensated.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governing law, jurisdiction, and dispute resolution","States which jurisdiction's law governs the covenant's interpretation and enforcement, and how any dispute about the covenant itself is resolved — arbitration, mediation, or court.","This Covenant shall be governed by the laws of the State of [STATE], without regard to its conflict-of-laws principles. Any dispute arising under this Covenant shall be resolved by binding arbitration in [CITY, STATE] under the rules of the [AAA / JAMS], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law that has no connection to where the covered events occurred or where the parties operate. Courts may decline to enforce a choice-of-law clause that appears designed to evade mandatory local protections.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Integration, amendment, and counterparts","Confirms the covenant is the entire agreement on the covered subject, superseding prior discussions, and states how it can be amended and whether electronic or multiple-copy execution is valid.","This Covenant constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements. This Covenant may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.","Omitting the integration clause when prior correspondence included broader promises of settlement. Without it, emails or letters suggesting a full release could be admitted to expand the covenant's scope beyond what was intended.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify the parties with their full legal names","Enter each party's complete registered legal name, entity type (LLC, corporation, individual), and state or country of formation. Cross-reference any prior contract or filing to confirm the exact names.","If the covenantor is an individual acting on behalf of a company, include both — 'Jane Smith, individually and as President of Acme LLC' — to avoid a gap in who is bound.",{"step":346,"title":347,"description":348,"tip":349},2,"Describe the covered claims with precision","List the specific legal claims, events, or transactions the covenant covers. Include the approximate date range, the nature of the dispute, and any relevant case or claim number if litigation has already been filed.","Narrow is safer than broad — a tightly defined scope prevents the covenant from being read as a full release and preserves the covenantor's claims against third parties.",{"step":351,"title":352,"description":353,"tip":354},3,"State the consideration clearly","Enter the exact dollar amount being paid, or describe the non-monetary consideration (repair, replacement, service, or mutual promise) with enough specificity to prove the exchange occurred.","If payment is being made in installments, include a schedule — 'three equal payments of $X on the 1st of each month beginning [DATE]' — and tie each installment to a condition if applicable.",{"step":356,"title":357,"description":358,"tip":359},4,"Draft the reserved rights and carve-out clause","List every claim, party, or category the covenantor explicitly does not release — including claims against co-defendants, future claims, and unrelated disputes. Review this clause against the covenantor's full litigation posture before signing.","Have the covenantor's attorney confirm no prior assignments of the reserved claims exist before finalizing this section.",{"step":361,"title":362,"description":363,"tip":364},5,"Address co-defendant and joint tortfeasor implications","Identify whether other defendants exist and which credit mechanism — pro tanto or proportionate fault — applies under the governing jurisdiction. Insert the correct formula to prevent an unintended windfall to remaining defendants.","In multi-defendant insurance matters, confirm with the insurer whether a covenant triggers any right of contribution or subrogation before execution.",{"step":366,"title":367,"description":368,"tip":369},6,"Choose governing law and dispute resolution","Select the jurisdiction that has the strongest connection to the dispute — typically where the events occurred, where the contract was performed, or where the covenantee operates. Specify arbitration or court-based resolution and the seat.","If the parties are in different states or countries, check whether the chosen jurisdiction enforces covenants not to sue on the specific claim type — some states require a full release to bar future suit.",{"step":371,"title":372,"description":373,"tip":374},7,"Execute before any statute of limitations expires","Both parties must sign and date the covenant. Confirm that the covenantor's authority to bind their entity is documented — a board resolution, operating agreement provision, or officer certificate.","If litigation is already pending, file a notice of covenant or stipulation with the court concurrently to prevent conflicting procedural steps while the covenant is in effect.",{"step":376,"title":377,"description":378,"tip":379},8,"Retain executed copies and update internal records","Store the fully executed covenant in your contract management system alongside the original dispute file. Note the effective date and any renewal or expiration terms in your compliance calendar.","If the covenant was entered to avoid a specific lawsuit, set a calendar reminder for any applicable statute of limitations date — the underlying claim still exists and could theoretically be revived if the covenant is later challenged.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Drafting an overbroad scope that functions as an unintended full release","Courts in several jurisdictions interpret a covenant covering 'any and all claims' as effectively extinguishing the underlying right, defeating the document's strategic purpose and eliminating leverage against third parties.","Define the covered claims by specific cause of action, date range, and subject matter. Review the scope clause against the full list of pending and anticipated claims before execution.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting the reserved rights clause in multi-party disputes","Without an explicit carve-out, the remaining defendants may argue the covenant implicitly resolves the entire dispute, triggering pro tanto credits or proportionate fault reductions that under-compensate the covenantor.","Include a named carve-out for every co-defendant and every category of claim the covenantor intends to preserve, and confirm the language with counsel before signing.",{"mistake":390,"why_it_matters":391,"fix":392},"Signing after the covenantor has already assigned the claim to a litigation funder","If the underlying claim has been assigned, the covenantor no longer holds the right to covenant — the funded party may still file suit, rendering the covenant worthless to the covenantee.","Require the covenantor to represent and warrant no prior assignment has been made, and conduct a reasonable search for any recorded or disclosed funding agreements before accepting the covenant.",{"mistake":394,"why_it_matters":395,"fix":396},"Using a covenant when the parties actually intend a full and final settlement","A covenant not to sue preserves the underlying claim — if the covenantee later triggers additional liability from the same events, the covenantor retains the right to sue. This creates ongoing exposure the covenantee thought was resolved.","Evaluate the document type before drafting. If complete finality is the goal, use a General Release of Liability or a Settlement Agreement with a mutual release clause instead.",{"mistake":398,"why_it_matters":399,"fix":400},"Entering the covenant without addressing the applicable statute of limitations","A covenant does not toll or reset the statute of limitations on the preserved claim. If the covenantor waits too long after the covenant period to pursue reserved claims, the right may lapse before they act.","Note the statute of limitations deadline for every reserved claim in writing at the time of execution, and set calendar reminders so the covenantor can act before rights expire.",{"mistake":402,"why_it_matters":403,"fix":404},"Failing to include an indemnification clause for breach","Without an indemnification provision, a covenantee who is sued in breach of the covenant must litigate the breach as a defense — incurring full legal costs with no automatic right to recover them from the breaching covenantor.","Add an explicit indemnification clause covering all costs, expenses, and attorneys' fees incurred by the covenantee as a result of any breach of the covenant promise.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is a covenant not to sue?","A covenant not to sue is a binding contractual promise by one party not to initiate or continue a specified legal action against another party. Unlike a release of liability, it does not extinguish the underlying legal right — the covenantor still technically holds the claim but has contractually agreed not to assert it. This distinction matters most in multi-defendant disputes where the covenantor wants to settle with one party while preserving claims against others.\n",{"question":410,"answer":411},"What is the difference between a covenant not to sue and a release of liability?","A release of liability permanently extinguishes the underlying legal claim — once signed, the releasing party has no right to sue, period. A covenant not to sue preserves the underlying right but creates a contractual obligation not to exercise it. Practically, both bar the same lawsuit, but a covenant allows the covenantor to maintain claims against joint tortfeasors without those parties arguing the entire dispute was resolved. Courts in some jurisdictions treat the two documents as functionally equivalent; in others the distinction is legally significant.\n",{"question":413,"answer":414},"When should I use a covenant not to sue instead of a settlement agreement?","Use a covenant not to sue when you want to resolve a claim against one specific party without releasing co-defendants or settling every dispute simultaneously. Settlement agreements typically include mutual releases that extinguish all claims between the parties. A covenant is the right tool when the dispute is ongoing in a multi-party context, when the covenantor needs to preserve rights for strategic or insurance reasons, or when the parties want to avoid the finality of a full release.\n",{"question":416,"answer":417},"Is a covenant not to sue legally enforceable?","Yes, a properly executed covenant not to sue is generally enforceable as a contract in most jurisdictions, provided it includes adequate consideration, clear identification of the covered claims, and is signed by parties with authority to bind themselves or their entities. Enforceability may be limited when the covenant covers claims that cannot be waived by contract — such as certain statutory employment or consumer rights — or when its scope is found to be unconscionable. Consider consulting a lawyer to confirm enforceability under the governing jurisdiction's specific rules.\n",{"question":419,"answer":420},"Can a covenant not to sue protect against future claims?","A covenant can be written to cover future claims, but courts scrutinize prospective waivers carefully. Most covenants are limited to known claims arising from a defined event or time period. An overly broad future-claims covenant risks being struck down as unconscionable or against public policy — particularly in consumer, employment, and personal injury contexts where statutory protections may override contractual waivers. Limit future coverage to specific, identifiable categories of claims where the parties have fully assessed the risk.\n",{"question":422,"answer":423},"Does a covenant not to sue affect claims against co-defendants?","In most jurisdictions, a properly drafted covenant not to sue does not release co-defendants — that is its primary advantage over a full release. However, many states apply a pro tanto or proportionate-fault credit rule, reducing the covenantor's potential recovery from remaining defendants by the amount received from the settling party. The specific credit mechanism depends on governing law, so the joint tortfeasor clause must reflect the applicable jurisdiction's rules to avoid unintended consequences.\n",{"question":425,"answer":426},"Does signing a covenant not to sue require notarization?","In most commercial and civil contexts, notarization is not required for a covenant not to sue to be enforceable — the signatures of authorized parties with valid consideration are typically sufficient. Certain real estate or government-contract related covenants may require notarization or witnessing under local law. Electronic signatures are accepted in most jurisdictions under ESIGN, UETA (US), or equivalent statutes, though confirm this is acceptable for the specific claim type involved.\n",{"question":428,"answer":429},"What happens if the covenantor breaches the covenant and files suit anyway?","If the covenantor files suit in breach, the covenantee may raise the covenant as a complete defense and seek dismissal. If an indemnification clause was included, the covenantee can also seek reimbursement of all legal costs incurred defending the action. In some jurisdictions, the covenantee may pursue a separate breach-of-contract claim for damages caused by the wrongful filing. Without an indemnification clause, the covenantee must still absorb defense costs even while winning on the covenant defense.\n",{"question":431,"answer":432},"Should I get a lawyer to draft or review a covenant not to sue?","For straightforward single-party commercial disputes with clear claim boundaries, a well-prepared template is a solid starting point. Legal review is strongly recommended when the covenant involves multiple defendants, significant monetary claims, complex IP or real estate rights, pending litigation, or parties in different jurisdictions. An attorney can confirm the scope of covered claims, ensure the document does not inadvertently function as a full release, and tailor the joint tortfeasor language to the applicable jurisdiction — typically a 1–2 hour engagement costing $300–$700.\n",[434,438,442,446],{"industry":435,"icon_asset_id":436,"specifics":437},"Insurance and Claims Management","industry-insurance","Frequently used to settle a claimant's action against one insured in a multi-defendant loss while preserving subrogation rights or direct claims against co-defendants not covered by the settling policy.",{"industry":439,"icon_asset_id":440,"specifics":441},"Real Estate and Construction","industry-construction","Used to resolve a specific defect, boundary, or easement dispute between a developer and one contractor or neighbor while other claims or related proceedings against remaining parties continue.",{"industry":443,"icon_asset_id":444,"specifics":445},"Technology and Intellectual Property","industry-saas","Deployed in patent or trade secret disputes to limit enforcement against a specific licensee or co-founder while preserving broader IP rights against the market or other defendants.",{"industry":447,"icon_asset_id":448,"specifics":449},"Healthcare and Life Sciences","industry-healthtech","Used to resolve an individual patient or provider claim in a multi-claimant action, limiting the provider's or manufacturer's exposure on that specific matter without creating a precedent-setting full release applicable to the broader claim class.",[451,454,457,460],{"vs":227,"vs_template_id":452,"summary":453},"release-of-liability-D394","A general release permanently extinguishes the underlying legal claim — the releasing party has no further right to sue on that matter, ever. A covenant not to sue preserves the underlying right but creates a contractual obligation not to assert it. Use a general release when you need complete finality; use a covenant when you need to settle with one party while keeping claims alive against others.",{"vs":103,"vs_template_id":455,"summary":456},"settlement-agreement-D12747","A settlement agreement is a broader document that resolves an entire dispute — typically including a mutual release, payment terms, confidentiality, and dismissal of any pending litigation. A covenant not to sue is a narrower tool that addresses only the promise not to sue, without necessarily resolving all outstanding obligations or claims between the parties. The two documents are sometimes used together.",{"vs":250,"vs_template_id":458,"summary":459},"D{MUTUAL_RELEASE_ID}","A mutual release discharges claims in both directions — each party releases the other simultaneously. A covenant not to sue is typically unilateral: one party promises not to sue the other, but the covenantee does not necessarily release counterclaims. Use a mutual release when both sides have live claims against each other and want a clean break in all directions.",{"vs":118,"vs_template_id":461,"summary":462},"separation-agreement-D13117","A separation agreement resolves the full employment relationship at termination — severance, benefits continuation, non-disparagement, and a release of employment claims. A covenant not to sue covers only the promise not to litigate a specific claim and is not designed to address the broader obligations that arise when an employment relationship ends. Use a separation agreement for departing employees; a covenant when resolving a standalone commercial or IP dispute.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Single-party commercial disputes with clearly defined claim scope, modest monetary stakes, and domestic parties","Free","30–60 minutes",{"best_for":469,"cost":470,"time":471},"Multi-defendant disputes, IP or real estate claims, cross-border parties, or matters where pending litigation is involved","$300–$700 for a 1–2 hour attorney review","2–5 business days",{"best_for":473,"cost":474,"time":475},"High-value claims, complex joint tortfeasor calculations, regulated industries such as healthcare or financial services, or matters that will be filed with a court","$1,000–$4,000+","1–3 weeks",[477,482,487,492],{"code":478,"name":479,"flag_asset_id":480,"note":481},"us","United States","flag-us","Enforceability and legal effect vary significantly by state. Some states — including New York and California — treat a covenant not to sue as functionally equivalent to a release for purposes of barring future suit, while others preserve the technical distinction. Joint tortfeasor credit rules differ: approximately half of US states apply a pro tanto credit, while others use proportionate-fault reduction. Several states require specific statutory language for covenants covering personal injury claims. Always confirm state-specific requirements before execution.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","Canadian courts generally recognize the distinction between a covenant not to sue and a full release, but the practical effect depends on provincial law. Ontario and British Columbia courts have held that a covenant bars suit without discharging joint obligors, preserving contribution rights in multi-party matters. Quebec civil law applies different principles — under the Civil Code of Quebec, a renunciation of a right must be clear and unequivocal. French-language versions may be required for provincially regulated parties in Quebec.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","English law recognizes covenants not to sue as distinct from full releases and generally enforces them according to their terms. A covenant with one joint tortfeasor does not, at common law, release co-defendants, making it a preferred tool in multi-party disputes. However, the Civil Liability (Contribution) Act 1978 may still entitle a co-defendant to seek contribution from the covenantee depending on the circumstances. Scottish law applies different common-law principles; take separate advice for Scottish proceedings.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","EU member states apply varying national contract laws to covenants not to sue — there is no harmonized EU instrument governing this document type. In civil law jurisdictions such as Germany and France, waiver of procedural rights is interpreted narrowly and future-claims waivers may be unenforceable. GDPR considerations arise when the covenant involves processing of personal data related to the dispute. Cross-border covenants involving parties in multiple member states should specify the governing national law and exclusive jurisdiction clause with care.",[232,235,498,499,500,501,502,503,504,505,506,507],"separation-agreement-D13184","non-disclosure-agreement-nda-D12692","indemnification-agreement-D13016","cease-and-desist-letter-D12916","demand-letter-D13262","mutual-termination-of-contract-D513","independent-contractor-agreement-D160","liability-waiver-D12884","affidavit-D843","letter-of-intent_acquisition-of-business-D5197",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":112,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":518},"transfers-terminations-and-releases","agreement","general","all-stages",[511,515,516,517],"covenant-not-to-sue","legal-release","litigation-prevention",0.95,"\u003Ch2>What is a Covenant Not To Sue?\u003C/h2>\n\u003Cp>A \u003Cstrong>Covenant Not To Sue\u003C/strong> is a binding contractual agreement in which one party — the covenantor — promises not to initiate or maintain a specified legal action against another party — the covenantee — in exchange for consideration such as a payment, repair, or mutual promise. Unlike a general release of liability, a covenant not to sue does not extinguish the underlying legal claim; the covenantor retains the right in theory but has agreed by contract not to exercise it. This technical distinction matters most in multi-party disputes, where settling with one defendant through a covenant preserves the covenantor's ability to pursue remaining co-defendants without triggering a full release that might benefit those third parties under joint tortfeasor rules.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written covenant not to sue, any oral or informal agreement not to pursue a claim is unenforceable and easily disputed — leaving both parties exposed to litigation that the deal was designed to prevent. In multi-defendant matters, using the wrong document type — a full release instead of a covenant — can inadvertently extinguish claims against co-defendants who paid nothing to settle and contributed to the same harm. The covenantee gains no certainty without a signed document specifying exactly which claims are covered, for how long, and what happens if the covenantor breaches the promise. This template gives both parties a professionally structured, jurisdiction-neutral starting point that captures the scope of the promise, the consideration exchanged, the reserved rights, and an indemnification mechanism — so the agreement does the precise legal work intended rather than creating new disputes about what was settled.\u003C/p>\n",1778696377125]