# Estoppel by Silence Agreement
**This Estoppel by Silence Agreement ("Agreement") is made and entered into as of the ___ day of __________, 20___, by and between:**
**Party A:**
Name: __________________________________
Address: __________________________________
Email: __________________________________
**Party B:**
Name: __________________________________
Address: __________________________________
Email: __________________________________
**RECITALS:**
WHEREAS, Party A and Party B (collectively referred to as the "Parties") have engaged in discussions and correspondence regarding [describe the specific matter or subject of the agreement], and;
WHEREAS, Party A is aware that Party B has acted or refrained from acting based on the understanding that Party A would not assert a claim or rights contrary to the matters discussed;
NOW, THEREFORE, in consideration of the premises and mutual promises contained herein, the Parties agree as follows:
### 1. Acknowledgment of Silence
Party A acknowledges that they have had the opportunity to communicate their objections or counterclaims regarding the subject matter of this Agreement but have chosen to remain silent.
### 2. Effect of Silence
Party B shall rely on Party A's silence as an indication that Party A has no objections to the assertions, representations, or conduct of Party B concerning [specific matters discussed]. Consequently, Party A is estopped from asserting any contrary claims or rights.
### 3. Obligations of the Parties
- **Party A:**
- Waives any claim against Party B regarding the subject matter based on prior silence or inaction.
- Acknowledges that their silence constitutes a tacit agreement with Party B's assertions regarding the matter.
- **Party B:**
- May proceed with actions or inactions concerning the subject matter in reliance on Party A’s silence.
- Shall continue to communicate with Party A regarding future developments, understanding no objection exists unless explicitly stated.
### 4. No Transfer of Rights
This Agreement does not transfer any rights from one Party to another, other than the estoppel effect as established herein.
### 5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of __________.
### 6. Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior negotiations, agreements, or understandings.
### 7. Amendments
No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.
### 8. Severability
If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall continue to be valid and enforceable.
### 9. Counterparts
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
**IN WITNESS WHEREOF**, the Parties have executed this Estoppel by Silence Agreement as of the date first above written.
**Party A**
Signature: ____________________________
Name: _______________________________
Date: ________________________________
**Party B**
Signature: ____________________________
Name: _______________________________
Date: ________________________________
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**Note:** This document is intended for educational purposes and should not be considered legal advice. It is recommended to consult with a legal professional before entering into any agreement.