Free Standstill Agreement

Standstill Agreements are used by two companies who are considering entering into a relationship and desire to discuss this deal without interference from others. This agreement sets out background information, commencement and agreement termination procedures. This agreement is commonly used by companies who desire to share technology.

Disclaimer:This was not drafted by an attorney & should not be used as a legal document.

THIS STANDSTILL AGREEMENT (the "Agreement"), made and entered into as of this___ day of ______________ 20__, by and between ______________ (hereinafter referred to "____________") and ___________  (hereinafter referred to “____________”).

WHEREAS, both parties herein intend to engage in a business contractual relationship for the purposes to _________________________________________________.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Term. This Agreement shall become effective on ___________________  and shall continue in effect until ___________________________.
Standstill Provisions. _______________________________________________________


Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given and received on the date of delivery if delivered personally, or by facsimile upon confirmation of transmission by the sender's fax machine if sent on a Business Day.

Entire Agreement; No Third Party Beneficiaries.  This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have duly executed this

Standstill Agreement as of the date first written above.


__________________           ___________              ____________________        ___________

Party                                                 Date                                  Party                                                 Date


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