# Promissory Estoppel Agreement
**This Promissory Estoppel Agreement (“Agreement”) is made and entered into as of [Date], by and between:**
**[Party A's Full Name]**
[Party A's Address]
[City, State, Zip Code]
(“Party A”)
**AND**
**[Party B's Full Name]**
[Party B's Address]
[City, State, Zip Code]
(“Party B”)
## Background
1. **Intention to Rely**: Party A has made a promise to Party B regarding [describe the promise, e.g., a financial commitment, transfer of property, or performance of a specific task] with the understanding that Party B will rely on this promise.
2. **Reliance**: Party B has reasonably relied on the promise made by Party A and has taken certain actions or refrained from taking actions based on this reliance, including but not limited to [describe actions taken or not taken, e.g., incurring expenses, entering into other agreements, etc.].
3. **Injustice**: If Party A were permitted to retract the promise, it would lead to an unjust situation for Party B, as Party B has acted in reliance on Party A’s promise.
## Agreement
**Now, therefore, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows:**
### 1. Promise
Party A hereby acknowledges and affirms their promise to [describe the specific promise].
### 2. Reliance
Party B acknowledges and confirms that they have relied on Party A’s promise and have [describe reliance, including any significant actions or expenses incurred].
### 3. Duration of Reliance
Party A’s promise shall remain in effect until [specify the date or conditions under which the promise will be honored or may be revoked].
### 4. Conditions
The parties agree to the following conditions:
- [List conditions that must be met for the promise to remain binding or for any consequences if the promise is not upheld.]
- [Specify any limitations or provisions for the agreement.]
### 5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
### 6. Binding Effect
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
### 7. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior negotiations, agreements, and understandings, whether written or oral.
### 8. Amendments
This Agreement may only be amended or modified by a written instrument executed by both parties.
### 9. Severability
If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
### 10. Signatures
IN WITNESS WHEREOF, the parties have executed this Promissory Estoppel Agreement as of the day and year first above written.
_________________________
**[Party A's Full Name]**
Date: ____________________
_________________________
**[Party B's Full Name]**
Date: ____________________
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*This document is for informational purposes only and does not constitute legal advice. It is recommended to consult with a qualified legal professional to ensure compliance with applicable laws.*