Standstill Agreement: Template and How to Draft One (2026)

What a standstill agreement is A standstill agreement is a contract in which one or more parties agree to pause, or stand still on, a right they could otherwise exercise, for an agreed period. The word covers several different situations that share that one idea: everyone holds their position so a problem can be worked out without anyone making the first move. The three you are most likely to meet are: - Mergers and acquisitions. A potential acquirer who has received confidential information agrees not to buy more shares, launch a hostile bid or press for board seats for a set period. This usually sits inside a confidentiality agreement.

• Lending and restructuring. Lenders agree not to enforce their security or call a default for a period, giving a borrower in difficulty room to restructure or refinance. Often called a forbearance or standstill.
• Litigation. Parties agree to pause the running of a limitation period, or to hold off issuing proceedings, so they can negotiate. This overlaps with a tolling agreement. Because the three are so different, the first drafting decision is which one you are writing. This page gives a core structure and then the clauses specific to each. This page is general information, not legal advice. Standstill terms interact with takeover rules, security and insolvency law and limitation rules that differ by jurisdiction, so have qualified advisers review a live matter. ## A standstill agreement template you can copy ``` STANDSTILL AGREEMENT Date: [date] Parties: [name] and [name] (together the "Parties") Background: [short recital of the situation, for example confidential discussions / a default under the facility dated [date] / a dispute concerning [matter]]. 1. STANDSTILL PERIOD The standstill runs from [date] until the earlier of [end date] and the occurrence of a Termination Event in clause 5 (the "Standstill Period"). 2. STANDSTILL UNDERTAKINGS During the Standstill Period, [Party] will not, without the prior written consent of [Party]: [M&A: acquire further shares in [target]; make or announce an offer; solicit proxies; seek board representation; act in concert with others] [Lending: enforce any security; accelerate or demand repayment; issue a default notice; present a winding-up petition; set off] [Litigation: issue or serve proceedings in respect of [the Dispute]] 3. WHAT CONTINUES Nothing in this agreement [waives the default / admits any claim / releases any security]. Interest, reporting and [other] obligations continue to accrue and must be met. 4. CONSIDERATION / CONDITIONS In return, [Party] will [provide information / continue to fund / refrain from steps X]. The standstill is conditional on [conditions, for example no new default, delivery of a restructuring plan by [date]]. 5. TERMINATION EVENTS The Standstill Period ends immediately if [a new event of default occurs / a party breaches this agreement / insolvency proceedings begin / [other]]. 6. LIMITATION (litigation standstill only) The Parties agree that time for the purposes of any limitation or prescription period in respect of the Dispute is [suspended / extended] for the Standstill Period, so far as the law allows, without admission of liability. 7. CONFIDENTIALITY The existence and terms of this agreement are confidential except [permitted disclosures]. 8. GOVERNING LAW AND DISPUTES This agreement is governed by the law of [jurisdiction]; disputes go to [arbitration / courts]. SIGNED ____________ SIGNED ____________

- Accidental waiver. A lender standstill that does not expressly preserve the default and the security can be read as a waiver; say what is preserved.
- No termination events. Without clear triggers, a party cannot act fast when the other side misbehaves or a new default appears.
- Open-ended period. A standstill with no end date removes the pressure that makes negotiation work.
- Ignoring takeover or insolvency rules. In regulated takeovers, and near insolvency, standstill terms can be constrained by law; confirm before relying on them. ## Keeping a standstill under control A standstill is usually one move in a larger, fast-moving matter, sitting alongside facility agreements, security, NDAs or pleadings, and it is often extended or amended more than once. The work that outlasts signing is keeping the versions and extensions straight, spotting a clause that quietly waives a right you meant to preserve, and knowing which terms are live today. Drafting from a clean template, flagging a one-sided term, editing a clause in plain language, and holding every version with its date can live in one AI workspace tuned to how your company contracts. [Adira](https://adiralaw.com) is built around that single-workspace idea for business contracts. For a simple pause between two parties the template above is enough; the point worth keeping is that a contract and its extensions are easier to trust when they stay in one place and in step.