ClauseryEnding the contract
Survival clause: meaning and sample wording
A survival clause lists the obligations that continue after a contract ends, such as confidentiality, payment, indemnities and limits on liability.
When to use it
Include one in any contract with obligations that should outlive it. Without it, parties may argue about whether a clause ended with the contract.
Sample survival clause
Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages for any breach that existed at or before that date.
The clauses headed Confidentiality, Intellectual Property, Indemnity, Limitation of Liability, Payment (in respect of amounts accrued before termination), Governing Law and Jurisdiction, and any other provision that expressly or by implication is intended to continue, shall survive termination or expiry of this Agreement.
What to check
- List the clauses by nameClause numbers change during drafting; headings are safer, or check the numbers at the end.
- Accrued rightsPayment for work already done and claims for past breaches should survive in every case.
- Time limitsIf confidentiality should last three years after termination, say so in the confidentiality clause itself.
Make the variable parts fill themselves in
In a Word template, replace the details that change with {tags} and wrap optional wording in a section. Clausery turns them into questions, so each document only includes the parts that apply:
The clauses headed Confidentiality, Limitation of Liability and Governing Law{#has_ip_clause}, Intellectual Property{/has_ip_clause} shall survive termination or expiry of this Agreement.Paste this into your own template, then check it with the free template tag checker or read the template syntax.
Questions
Do all clauses end when a contract ends?
Not necessarily. Courts will often treat clauses such as confidentiality or dispute resolution as intended to survive, but a survival clause removes the doubt.
Should the limitation of liability clause survive?
Yes. Claims are often made after a contract ends, and the cap should still apply to them.
Can I use this sample wording as it is?
It is a general starting point. Contract law differs between countries and states, and the right wording depends on the deal, so have it reviewed before you rely on it.
Free templates that use it
Related clauses
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This page is general information, not legal advice. Laws differ between countries and states; have wording reviewed for your situation before you rely on it.