Covenant Not to Sue

# Covenant Not to Sue ## Parties This Covenant Not to Sue ("Covenant") is entered into as of ___________ ("Effective Date") by and between: **COVENANTOR:** ___________, with a principal address at ___________ ("Covenantor"); and **COVENANTEE:** ___________, with a principal address at ___________ ("Covenantee"). The Covenantor and Covenantee are each referred to herein individually as a "Party" and collectively as the "Parties." --- ## Recitals **WHEREAS**, a dispute or potential dispute has arisen between the Parties regarding the following matter: ___________ (the "Dispute"); **WHEREAS**, the Parties desire to resolve certain aspects of the Dispute by means of this Covenant, whereby the Covenantor agrees not to institute or maintain litigation against the Covenantee with respect to the Specified Claims (as defined herein), without fully extinguishing or releasing those claims; **WHEREAS**, in consideration of the payment by Covenantee to Covenantor of the sum of ___________, the receipt and sufficiency of which the Covenantor hereby acknowledges, and other good and valuable consideration exchanged between the Parties, the Covenantor agrees to execute this Covenant; **NOW, THEREFORE**, in consideration of the foregoing and the mutual covenants set forth herein, the Parties agree as follows. --- ## 1. Covenant Not to Sue **1.1 Promise Not to Sue.** Covenantor, on behalf of itself and its respective heirs, executors, administrators, personal representatives, successors, and assigns (collectively, "Covenantor Parties"), hereby covenants and agrees that it will not institute, initiate, file, commence, maintain, prosecute, participate in, or assist any lawsuit, arbitration proceeding, administrative proceeding, complaint, claim, demand, or other legal action of any kind in any forum, whether at law or in equity, against the Covenantee or its respective heirs, executors, administrators, personal representatives, successors, assigns, agents, officers, directors, members, shareholders, employees, affiliates, subsidiaries, parent companies, and insurers (collectively, "Covenantee Parties") with respect to the Specified Claims during the Covenant Period (each as defined below). **1.2 Distinction from Release.** The Parties expressly acknowledge and agree that this Covenant is a covenant not to sue, and not a release of claims. The Specified Claims are not extinguished, satisfied, merged, or released by this Covenant. Rather, Covenantor retains ownership of the Specified Claims but covenants not to assert them during the Covenant Period as provided herein. This distinction is material to the Parties' agreement and shall be given full legal effect. **1.3 No Bar to Defense.** Nothing in this Covenant shall prevent Covenantor from asserting any Specified Claim as a counterclaim, cross-claim, or affirmative defense in any proceeding initiated against Covenantor by a Covenantee Party. --- ## 2. Scope of Covenant