Survival: Overview, definition and example
What is survival?
Survival in a contract refers to specific terms or responsibilities that remain in effect even after the agreement has officially ended. These surviving provisions ensure that critical responsibilities, like confidentiality, liability, or payment terms, continue to apply even after the contract’s termination or expiration.
For example, a contract might state that confidentiality clauses will survive for five years after the agreement ends, ensuring sensitive information stays protected.
Why is survival important?
Survival is important because not all responsibilities in a contract should end when the agreement does. Certain obligations, like protecting trade secrets, settling outstanding payments, or handling disputes, often need to remain enforceable. Survival clauses ensure these key terms stay in place, reducing the risk of misunderstandings or disputes after the contract’s conclusion.
For businesses, survival clauses provide clarity and continuity, especially in agreements involving intellectual property, warranties, or liability. They ensure both parties understand their ongoing responsibilities, even after the main contract is no longer active.
Understanding survival through an example
Imagine a software licensing agreement that includes a confidentiality clause and a payment requirement. The contract ends after three years, but the confidentiality clause specifies that both parties must keep sensitive information confidential for another two years. Additionally, if the client still owes payments for services provided during the term of the contract, those payment obligations survive termination, ensuring the software company can collect what it’s owed.
In another example, a manufacturing agreement might state that product warranties will survive for a specified period after the contract ends, allowing the buyer to claim repairs or replacements even after the relationship has concluded.
An example of a survival clause
Here’s how a survival clause might look in a contract:
“The provisions of this Agreement that by their nature are intended to survive termination or expiration shall remain in full force and effect, including but not limited to confidentiality, payment obligations, indemnification, and dispute resolution.”
Conclusion
Survival ensures that key responsibilities or rights in a contract continue after the agreement ends. It’s essential for maintaining protections like confidentiality, completing financial obligations, or honoring warranties.
By including clear survival clauses in contracts, businesses can safeguard their interests and ensure continuity in critical areas, even after the formal relationship ends. It’s a simple but vital tool for managing long-term responsibilities.
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.