Non-survival: Overview, definition, and example
What is non-survival?
Non-survival refers to a situation in which certain clauses or provisions in an agreement or contract do not remain in effect after the agreement’s termination, expiration, or completion. In other words, non-survival clauses specify that the obligations or rights outlined in the contract will not continue or "survive" once the contract ends.
This term is commonly used in the context of contracts, especially to clarify which parts of an agreement are no longer enforceable after the contract has been concluded or terminated. It helps to define the duration of certain obligations or terms and prevents certain provisions from being applicable once the agreement is no longer active.
Why is non-survival important?
Non-survival is important because it helps both parties understand which terms and conditions will be null and void after the contract ends, avoiding potential confusion or ongoing liabilities. Without a clear non-survival clause, parties might mistakenly assume that certain obligations, like confidentiality or non-compete agreements, still apply even after the contract is no longer in effect.
By explicitly stating which provisions do not survive termination, businesses and individuals can better manage their post-contractual responsibilities and avoid unnecessary complications or disputes.
Understanding non-survival through an example
Imagine you enter into a contract for a one-year service agreement with a vendor. The contract includes a non-survival clause stating that, once the agreement ends, certain terms—such as warranties or service guarantees—will no longer apply.
For example, if a provision in the contract obligates the vendor to continue providing support or maintenance after the contract has ended, and this clause is subject to non-survival, then once the agreement expires, that obligation would no longer exist.
In another scenario, a business may have a non-compete clause in a contract that applies only during the term of the agreement. If the contract includes a non-survival clause, that non-compete agreement would not apply once the contract is terminated.
Example of a non-survival clause
Here’s how a non-survival clause might appear in a contract:
“The Parties agree that, except for the provisions regarding confidentiality, intellectual property rights, and any outstanding payment obligations, no other terms or conditions of this Agreement shall survive the termination or expiration of the Agreement.”
Conclusion
Non-survival clauses are essential for defining which parts of a contract will no longer be enforceable once the contract ends. These clauses prevent unnecessary obligations from lingering after the agreement is concluded, offering clarity to both parties and reducing the risk of misunderstandings. By addressing non-survival terms, businesses can ensure that they are only bound by the relevant parts of the contract for the duration of its validity.
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.