Agreements to survive: Overview, definition, and example
What are agreements to survive?
Agreements to survive refer to contract provisions that remain in effect even after the main contract has expired or been terminated. These clauses ensure that certain rights, obligations, or liabilities—such as confidentiality, indemnification, or dispute resolution—continue beyond the contract’s formal end date.
For example, if a contract includes a confidentiality clause that survives termination, both parties must still keep confidential information private even after the business relationship ends.
Why are agreements to survive important?
These clauses protect businesses by ensuring that key obligations remain enforceable even after a contract ends. Without them, important terms like warranties, liability protections, or intellectual property rights might no longer apply, creating legal and financial risks.
For companies entering into contracts, specifying which provisions survive termination ensures that critical protections remain in place, reducing potential disputes or misunderstandings.
Understanding agreements to survive through an example
A consulting firm signs a one-year contract with a client, including a non-disclosure agreement (NDA). The contract states that confidentiality obligations survive for five years after termination. Even if the contract ends after one year, the consultant must still protect the client’s sensitive information for the next five years.
In another scenario, a software company licenses its technology to a partner. The contract includes an intellectual property rights clause stating that ownership of proprietary software remains with the licensor, even after the agreement ends. This ensures the partner cannot claim rights to the software after termination.
An example of an agreements to survive clause
Here’s how this type of clause might appear in a contract:
“The following provisions shall survive the expiration or termination of this Agreement: Confidentiality (Section X), Indemnification (Section Y), and Limitation of Liability (Section Z). All obligations under these provisions shall remain in full force and effect as specified herein.”
Conclusion
Agreements to survive ensure that critical contract terms continue to apply even after a contract ends, protecting businesses from legal and financial risks. Clearly defining which obligations survive termination helps prevent disputes, safeguard confidential information, and maintain enforceable rights long after the agreement concludes.
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.