Contract Glossary
Survival Clause
Definition
A contract provision that specifies which obligations continue after the contract ends. When a contract terminates, most obligations die with it, but a survival clause keeps critical provisions alive. Think of it as a list of promises that outlast the relationship.
In Practice
Your consulting agreement ends, but the survival clause keeps confidentiality, indemnification, and IP assignment provisions in effect for 3 years. Without the survival clause, the consultant could argue they're free to share your trade secrets the day the contract terminates. The survival clause prevents that gap, it bridges the end of the relationship with continued protection for the obligations that matter most.
Example Clause
The following sections shall survive any termination or expiration of this Agreement: Confidentiality (Section 5), Intellectual Property (Section 6), Indemnification (Section 8), Limitation of Liability (Section 9), and Governing Law (Section 12). Such survival shall continue for a period of three (3) years following termination, except that obligations relating to trade secrets shall survive indefinitely.
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