Survival Clause
Also called: Survival of Obligations · Surviving Provisions
A survival clause specifies which contractual obligations continue after the contract ends. Confidentiality, IP assignment, limitation of liability, indemnities, and dispute resolution are the provisions most commonly stated to survive termination.
In more detail
Without an express survival clause, there can be genuine argument about whether obligations persist once the agreement terminates — which is precisely when parties are most likely to disagree.
The clause is easy to get wrong by omission. A contract that carefully caps liability but does not state that the cap survives termination may leave that protection arguable at exactly the moment a post-termination claim arrives.
Survival periods should be deliberate rather than uniform. Confidentiality might survive for a defined number of years, IP assignment permanently, and audit rights for a shorter window tied to record-keeping obligations.
What our lawyers check
- Whether confidentiality, IP, liability caps, and indemnities are all listed
- Whether survival periods are specified or left indefinite by default
- Whether payment obligations for work already performed survive
- Consistency with the confidentiality clause’s own stated duration
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
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