No survival: Overview, definition, and example
What is no survival?
"No survival" refers to a clause in a contract that specifies certain provisions or obligations will not continue after the termination or expiration of the agreement. This means that once the contract ends, these specific provisions or rights are no longer enforceable or applicable. The "no survival" clause essentially limits the duration of certain responsibilities or rights to the term of the contract.
For example, a contract between a supplier and a retailer might state that certain obligations, like ongoing payment terms, will end once the contract is terminated, with no survival of those obligations after the agreement’s end date.
Why is no survival important?
The "no survival" clause is important because it provides clarity about the scope and duration of obligations under a contract. It helps prevent confusion over which responsibilities extend beyond the contract's end and ensures that both parties are aware of what will cease to apply once the agreement is over. This can simplify contract management by limiting the parties' future obligations and reducing the risk of future disputes.
Understanding no survival through an example
Imagine a business signs a one-year lease for office space, with a clause stating "no survival" for the lease payments. This means that once the lease ends, neither the landlord nor the tenant has any further obligation to continue paying rent or honoring any related terms. Once the lease is terminated, all related duties and rights are extinguished, and no payments are due after the contract ends.
In another example, a supplier agreement may include a "no survival" clause regarding any warranties on goods supplied. The clause states that once the agreement terminates, the supplier’s warranty obligations will end, meaning the supplier is no longer responsible for any product defects or returns after the contract is over.
An example of a no survival clause
Here’s how a clause related to no survival might appear in a contract:
“Except as otherwise stated herein, the rights and obligations of the Parties shall not survive the termination or expiration of this Agreement.”
Conclusion
The "no survival" clause clarifies that certain obligations or rights will not extend beyond the life of the contract, helping to define the parties’ responsibilities and avoid post-termination disputes. By including a "no survival" provision, businesses can ensure that they are not bound by unnecessary obligations once the contract has ended, providing clear boundaries for both parties.
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.