A Standstill Agreement is an agreement between two business entities that are contemplating entering into a transaction together and desiring to prevent one another from negotiating a similar transaction with a third party during the period of negotiations. For example, in negotiations for a merger or acquisition, the target and the purchaser may enter into an agreement where they each agree not to solicit or embark on acquisitions from or of other parties. A standstill agreement can also be an instrument of a hostile takeover defense.