What Is a Survival Clause in a Contract

A survival clause is a legal provision that is often included in contracts to ensure that certain terms and conditions remain in effect even after the agreement has ended. Essentially, a survival clause protects the interests of both parties and makes sure that important provisions of the contract continue to hold weight.

In the context of contract law, a survival clause can be defined as a provision that specifies which sections or provisions of the agreement will continue to be binding on the parties beyond the expiration or termination of the contract. The inclusion of a survival clause can be particularly important in contracts that involve ongoing obligations, such as service agreements or employment contracts.

One of the key benefits of a survival clause is that it can help both parties to anticipate potential issues that may arise after the contract has ended. By outlining which sections of the agreement will continue to apply, a survival clause can help to clarify the parties` ongoing obligations and reduce the risk of misunderstandings or disputes.

For instance, a survival clause might specify that the confidentiality provisions of the contract will continue to apply even after the termination of the agreement. This ensures that the parties` confidential information remains protected even if the relationship between the parties ceases.

Another common use of a survival clause is in contracts involving intellectual property rights. In many cases, it is important to specify that any intellectual property rights that were created or assigned during the term of the agreement will continue to be protected after the contract has ended. A survival clause can help to ensure that the parties` respective intellectual property rights are respected even if their business relationship comes to an end.

Overall, a survival clause is an important legal device that can protect the interests of both parties in a contract. By specifying which provisions of the agreement will continue to apply even after it has ended, a survival clause can help to clarify the parties` ongoing obligations and reduce the risk of disputes. If you are entering into a contract, it is important to consider whether a survival clause is necessary and to work with an experienced attorney to draft the provision appropriately.