Survival clauses: Copy, customize, and use instantly
Introduction
A survival clause specifies which responsibilities and rights under a contract will remain in effect after the agreement ends. It helps ensure that key provisions—like confidentiality or indemnification—continue to protect the parties even after termination or expiration.
Below are survival clause templates for various scenarios. Copy the one you need, customise it, and add it to your contract.
Neutral survival clause
This clause ensures the survival of essential provisions without favoring either party.
The following provisions will survive the termination or expiration of this agreement: [insert provisions, e.g., “confidentiality, indemnification, and governing law”]. All other obligations and rights will cease upon termination or expiration.
Comprehensive survival clause
This clause includes a broad range of provisions to ensure ongoing protection.
All provisions of this agreement that by their nature should survive termination, including but not limited to confidentiality, indemnification, governing law, dispute resolution, and limitations of liability, will remain in full force and effect.
Limited-term survival clause
This clause limits survival to a specific time period after termination.
The obligations under [insert provisions, e.g., “confidentiality”] will survive for a period of [insert time period, e.g., “two years”] following the termination or expiration of this agreement. All other obligations will cease upon termination.
Confidentiality-only survival clause
This clause ensures that confidentiality obligations survive indefinitely.
The confidentiality obligations set forth in this agreement will survive termination or expiration indefinitely, unless otherwise agreed in writing by the parties.
Indemnification-specific survival clause
This clause focuses exclusively on indemnification obligations.
The indemnification obligations under this agreement will survive termination or expiration for a period of [insert time period, e.g., “three years”] or until all indemnification claims have been fully resolved, whichever is longer.
Survival clause with dispute resolution clause
This clause ties survival to dispute resolution provisions.
The provisions related to dispute resolution, including arbitration and governing law, will survive the termination or expiration of this agreement until all disputes arising under this agreement are fully resolved.
Financial obligations survival clause
This clause ensures that financial responsibilities remain enforceable.
Any payment obligations, including unpaid invoices or reimbursements, will survive the termination or expiration of this agreement until fully satisfied by the responsible party.
Survival by mutual agreement clause
This clause allows parties to mutually decide on surviving provisions.
No provisions of this agreement will survive termination or expiration unless explicitly agreed upon by the parties in writing prior to termination.
Narrow survival clause
This clause minimizes the scope of surviving provisions to reduce post-termination obligations.
Only the confidentiality and governing law provisions of this agreement will survive termination or expiration. All other obligations and rights will cease immediately.
Survival for audit rights clause
This clause ensures audit rights survive for compliance purposes.
The audit rights granted under this agreement will survive termination or expiration for a period of [insert time period, e.g., “one year”], allowing the parties to verify compliance with the terms of this agreement.
Survival linked to warranties clause
This clause ties survival to warranties or representations made under the agreement.
The warranties and representations made under this agreement will survive termination or expiration for a period of [insert time period, e.g., “one year”], unless otherwise specified in writing.
Survival with carve-outs clause
This clause explicitly excludes certain provisions from surviving.
The following provisions will survive termination or expiration of this agreement: [insert provisions, e.g., “confidentiality and indemnification”]. All other obligations, including [insert excluded provisions, e.g., “warranties”], will cease immediately upon termination.
Dynamic survival clause
This clause allows survival provisions to change based on specific conditions.
The survival of provisions under this agreement will depend on the circumstances of termination. In the event of a breach, [insert provisions, e.g., “indemnification”] will survive indefinitely, while other provisions will terminate upon resolution of the breach.
Regulatory compliance survival clause
This clause ensures compliance-related obligations survive.
All obligations related to regulatory compliance, including record-keeping and reporting, will survive the termination or expiration of this agreement for as long as required by applicable law or regulation.
Termination-triggered survival clause
This clause specifies which provisions survive based on the type of termination.
In the case of termination for breach, the following provisions will survive: [insert provisions, e.g., “indemnification and dispute resolution”]. In the case of expiration, only the confidentiality and governing law provisions will survive.
Long-tail survival clause
This clause ensures that obligations survive well beyond the typical termination period.
All provisions related to indemnification, confidentiality, and liability limitations will survive the termination or expiration of this agreement for a period of [insert time period, e.g., “ten years”] or as long as legally enforceable.
Evergreen survival clause
This clause ensures specified provisions survive indefinitely unless otherwise terminated.
The provisions of this agreement relating to [insert provisions, e.g., “confidentiality, indemnification, and intellectual property”] will survive indefinitely unless expressly terminated in writing by mutual agreement of the parties.
Conditional survival clause
This clause makes the survival of provisions dependent on specific conditions.
The provisions of this agreement that expressly require performance beyond termination, including [insert provisions], will survive only if the terminating party provides written notice specifying such survival.
Strategic survival clause
This clause prioritizes provisions essential to the strategic interests of the parties.
The provisions critical to the strategic interests of the parties, including [insert provisions, e.g., “intellectual property rights and confidentiality”], will survive termination or expiration and remain enforceable indefinitely.
Proportional survival clause
This clause adjusts the duration of survival based on the scope of the agreement.
The survival period for any provisions under this agreement will be proportional to the duration of the agreement itself. For every year of the agreement’s term, the provisions of [insert provisions] will survive for an equivalent period, not to exceed [insert maximum time frame].
Dispute-contingent survival clause
This clause ensures survival until disputes are fully resolved.
Any provisions related to dispute resolution, indemnification, or liabilities will survive termination or expiration of this agreement until all disputes arising under the agreement are resolved in full, including appeals.
Survival with retroactive enforcement clause
This clause enforces survival provisions retroactively, even if omitted at the time of termination.
If a dispute arises after termination, the parties agree that provisions related to [insert provisions, e.g., “indemnification and confidentiality”] will survive retroactively to the date of termination, as if explicitly stated in this agreement.
Modular survival clause
This clause divides survival into independent modules based on provision type.
This agreement’s survival provisions are modular, with [insert provisions, e.g., “confidentiality”] surviving indefinitely, [insert provisions, e.g., “payment obligations”] surviving for [insert time period], and all other obligations ceasing upon termination.
Industry-specific survival clause
This clause tailors survival to industry norms, such as technology or healthcare.
In accordance with industry standards, the provisions related to [insert provisions, e.g., “data protection and compliance”] will survive for a minimum of [insert time period] or as required by applicable regulations governing the [insert industry] sector.
Gradual expiration survival clause
This clause phases out survival obligations over time.
The obligations under [insert provisions, e.g., “confidentiality”] will survive termination of this agreement but will gradually expire, reducing in scope each year until [insert expiration terms].
Precedent-based survival clause
This clause references previous agreements to determine survival obligations.
The provisions specified in this agreement will survive termination or expiration in alignment with the survival terms of any prior agreements between the parties, provided such terms do not conflict with this agreement.
Multi-party survival clause
This clause applies survival obligations differently to multiple parties.
For multi-party agreements, the survival of provisions will depend on the role of each party. For example, [insert provisions, e.g., “confidentiality”] will survive for all parties, while [insert provisions, e.g., “indemnification”] will survive only for the party incurring liability.
Client-protective survival clause
This clause emphasizes the protection of client interests post-termination.
To safeguard client interests, provisions related to confidentiality, intellectual property, and data retention will survive termination or expiration and remain enforceable for a minimum of [insert time period].
Minimalist survival clause
This clause limits survival to a single provision.
Only the confidentiality obligations under this agreement will survive termination or expiration. All other rights and obligations will cease immediately upon termination.
Survival with express waiver clause
This clause allows for explicit waiver of survival provisions upon termination.
Any provisions designated to survive this agreement may be waived at the time of termination by mutual written agreement between the parties. Provisions not explicitly waived will remain in effect.
Client-data survival clause
This clause focuses specifically on obligations related to client data.
All obligations concerning the handling, storage, and destruction of client data will survive termination or expiration of this agreement until such data is returned, securely destroyed, or otherwise lawfully processed as agreed.
Survival with continuing liability clause
This clause emphasizes ongoing liability for actions taken during the agreement.
The provisions of this agreement relating to liability for actions or omissions during the term, including indemnification, will survive termination or expiration until all such liabilities are resolved.
Indexed survival clause
This clause references an indexed schedule of survival terms for clarity.
Survival obligations under this agreement are outlined in [insert schedule or appendix], which specifies the duration and scope of each surviving provision. Any inconsistencies will be resolved in favor of the indexed terms.
Legacy survival clause
This clause ensures survival obligations extend beyond party successors.
The provisions of this agreement relating to [insert provisions] will survive termination or expiration and will bind the parties, their successors, and assigns in perpetuity.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.