Survival of agreement: Overview, definition, and example
What is survival of agreement?
The survival of agreement refers to a contractual clause that specifies which provisions of a contract will remain in effect after the agreement has been terminated, expired, or completed. This clause ensures that certain obligations, rights, or responsibilities, such as confidentiality, indemnification, or dispute resolution, continue to be enforceable beyond the agreement's formal end.
Why is survival of agreement important?
The survival of agreement clause is important because it preserves critical provisions that are meant to protect parties' interests after the contract ends. For example, confidentiality obligations may need to remain enforceable to safeguard sensitive information, and indemnification clauses may need to survive to address liabilities arising after termination.
For businesses, this clause ensures clarity about which terms remain in effect, reducing ambiguity and legal risks. It also helps avoid disputes by explicitly stating the duration and scope of surviving obligations.
Understanding survival of agreement through an example
Imagine an employment agreement with a confidentiality clause. The survival clause states that the confidentiality obligation will remain in effect for two years after the employee leaves the company. This ensures that the former employee cannot disclose trade secrets or proprietary information, even after their employment ends.
In another example, a service agreement includes an indemnification provision. The survival clause specifies that the indemnification obligation survives for five years after the contract’s termination, protecting the service provider from liability for claims related to services provided during the contract term.
An example of a survival of agreement clause
Here’s how a survival of agreement clause might appear in a contract:
“The provisions of this Agreement that by their nature are intended to survive termination or expiration, including but not limited to confidentiality, indemnification, limitation of liability, and dispute resolution, shall remain in full force and effect following the termination or expiration of this Agreement.”
Conclusion
The survival of agreement clause ensures that essential provisions remain enforceable even after a contract ends, protecting the interests of all parties involved. For businesses, this clause provides clarity and minimizes risks by defining which obligations or rights extend beyond the agreement's formal expiration. Including a clear survival clause in contracts helps prevent disputes and ensures ongoing protection for sensitive matters such as confidentiality, indemnity, and liability.
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.