Survival of rights: Overview, definition and example
What is survival of rights?
Survival of rights refers to the legal principle that certain rights, obligations, or terms in a contract continue to exist or remain enforceable even after the termination or expiration of the contract itself. These rights might include confidentiality, indemnity, dispute resolution, or other provisions that the parties intended to continue beyond the duration of the agreement. The purpose of survival of rights is to ensure that critical protections or duties continue even if the contractual relationship ends.
For example, a non-disclosure agreement (NDA) may have a provision that survives the termination of the contract, meaning the obligation to keep information confidential remains in force even after the business relationship ends.
Why is survival of rights important?
Survival of rights is important because it ensures that certain key provisions remain effective even after the main contractual obligations have been fulfilled or the contract has ended. This helps protect the interests of the parties involved and ensures that specific protections, such as confidentiality or indemnity clauses, continue to be enforceable. It also clarifies that some responsibilities do not automatically end when the contract does, offering a safeguard against potential risks after the contract has expired.
For businesses, survival of rights can provide continued protection related to intellectual property, financial obligations, or legal liabilities, even after a formal contract has ended. It can also prevent disputes by clearly outlining the rights and obligations that extend beyond the contract's termination.
Understanding survival of rights through an example
Imagine a company enters into a service contract with a vendor, which includes a provision for confidentiality. The contract states that the obligation of confidentiality survives the termination of the contract. This means that even after the service agreement ends, the vendor is still legally obligated to keep any proprietary information shared during the course of the agreement confidential.
In another example, a lease agreement for commercial property may include a survival of rights clause specifying that the tenant is still responsible for paying certain fees, such as maintenance costs, even after the lease term ends. This ensures that financial obligations tied to the property continue to be enforced even if the tenant no longer occupies the space.
An example of a survival of rights clause
Here’s how a survival of rights clause might look in a contract:
“The provisions of this Agreement relating to confidentiality, indemnity, and dispute resolution shall survive the termination or expiration of this Agreement and remain in full force and effect for a period of [insert number of years], or as otherwise required by applicable law.”
Conclusion
Survival of rights is an essential principle in contracts, ensuring that important obligations and protections continue to apply after the formal contract ends. This principle helps protect both parties' interests and ensures that key terms such as confidentiality, indemnification, and dispute resolution remain enforceable. When drafting contracts, including clear survival of rights clauses ensures that the necessary protections continue beyond the termination of the agreement, avoiding potential disputes or gaps in coverage.
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.