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Covenant Not To Sue Form for Canada

Covenant Not To Sue Form Template for Canada

A Covenant Not to Sue is a formal legal agreement used in Canadian jurisdictions where one party (the covenanting party) agrees not to pursue legal action against another party (the protected party) regarding specific claims or circumstances. This document, governed by Canadian federal and provincial laws, provides a binding commitment not to initiate or continue legal proceedings, while establishing clear terms about the scope of claims covered, consideration provided, and any exceptions. It differs from a general release in that it preserves the underlying right while agreeing not to enforce it, making it particularly useful in multi-party disputes or complex commercial situations.

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What is a Covenant Not To Sue Form?

The Covenant Not to Sue Form is a critical legal instrument used in Canadian business and personal matters when parties wish to resolve potential disputes without a full release of rights. This document is particularly valuable in situations involving multiple parties where preserving rights against some parties while agreeing not to sue others is necessary. The agreement must comply with both federal Canadian law and provincial regulations, particularly noting the distinct requirements in Quebec's civil law system versus the common law provinces. The covenant typically includes detailed descriptions of the claims covered, consideration provided, and any exceptions to the agreement. It serves as an alternative to a full release and is often used in commercial disputes, employment matters, or following settlement negotiations where parties wish to maintain certain rights while agreeing not to exercise them against specific entities.

What sections should be included in a Covenant Not To Sue Form?

1. Parties: Identifies and defines all parties to the agreement, including their legal names, addresses, and any defined terms used to refer to them

2. Background: Provides context for the agreement, including relevant history of the dispute or potential claims being addressed

3. Definitions: Defines key terms used throughout the agreement for clarity and precision

4. Covenant Not to Sue: The core provision where the covenanting party agrees not to pursue legal action, including the specific scope of claims covered

5. Consideration: Details the consideration being provided in exchange for the covenant not to sue

6. Scope of Release: Clearly defines what claims, rights, and causes of action are covered by the covenant

7. Representations and Warranties: Statements by the parties regarding their authority to enter the agreement and understanding of its terms

8. Governing Law: Specifies the jurisdiction whose laws govern the agreement

9. Entire Agreement: Confirms that the document represents the complete agreement between the parties

10. Execution: Signature block and execution requirements

What sections are optional to include in a Covenant Not To Sue Form?

1. Multiple Parties Provisions: Additional provisions when there are multiple parties providing or receiving the covenant

2. Confidentiality: Terms regarding the confidentiality of the agreement and its terms, if required

3. Future Claims: Specific provisions addressing potential future claims if relevant to the situation

4. Exceptions to Covenant: Specific exclusions or exceptions to the covenant not to sue

5. Severability: Provision ensuring that if any part of the agreement is found invalid, the rest remains enforceable

6. Assignment: Terms regarding whether the rights under the agreement can be assigned to other parties

7. Dispute Resolution: Procedures for resolving any disputes about the covenant itself

8. Insurance and Indemnification: Provisions regarding insurance obligations and indemnification if relevant

What schedules should be included in a Covenant Not To Sue Form?

1. Schedule A - Description of Claims: Detailed description of the specific claims or potential claims covered by the covenant

2. Schedule B - Related Parties: List of additional parties covered by the covenant (such as affiliates, officers, directors)

3. Schedule C - Excluded Claims: Detailed list of any claims specifically excluded from the covenant

4. Appendix 1 - Supporting Documents: References to any relevant documents or agreements that provide context for the covenant

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Ƶ

Document Type

Release Agreement

Cost

Free to use
Relevant legal definitions

























Clauses

























Relevant Industries

Legal Services

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Construction

Professional Services

Retail

Energy

Transportation

Insurance

Education

Telecommunications

Relevant Teams

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Compliance

Risk Management

Executive Leadership

Human Resources

Corporate Affairs

Business Development

Operations

Finance

Administrative

Relevant Roles

Legal Counsel

Corporate Attorney

Risk Manager

Compliance Officer

Chief Legal Officer

Chief Executive Officer

Chief Financial Officer

Contract Manager

Business Development Manager

Human Resources Director

Operations Manager

General Counsel

Settlement Officer

Litigation Manager

Corporate Secretary

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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