Survival
A survival clause ensures that certain provisions of a contract continue to be enforceable even after the agreement has been terminated or expired. This clause typically includes obligations such as confidentiality, indemnification, and dispute resolution, which may be necessary to uphold beyond the contract's end date.
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Sample Survival clauses
Survival Clause. Sections 2, 4, and 7 shall survive the expiration or termination of this Consulting Agreement for any reason. Except as otherwise provided in this Section 3d, all rights and obligations of the parties herein shall terminate upon the expiration or termination of this Consulting Agreement.
Note: “3,” “4,” and “5” above to be included in survival clause.
Source
AKANDA CORP. (AKAN)SURVIVAL CLAUSE
The Parties expressly acknowledge and agree that the exclusivity undertakings established under the Letter of Intent signed between Veridia Holding B.V. and the Borrower on 21 February 2023 (a copy of which is attached as Schedule 5) will survive the expiration or termination of this Agreement.
Term and Termination/ Survival Clause. This Agreement shall automatically terminate upon the expiration of six (6) months from the date hereof, and may be earlier terminated by either party for any reason upon fifteen (30) days’ prior written notice to the other. Rights and obligations under this Agreement which by their nature should survive, including, but not limited to any and all payment obligations by Angel Oak to Consultant will remain in effect after termination or expiration hereof in accordance with Section 4 above. Notwithstanding the foregoing, in the event of the death or disability of Consultant, Consultant (or Consultant’s estate) shall receive accrued Consulting Fees, Out of Pocket Expenses and Stranded Personnel Costs through the date of Consultant’s death or disability, as applicable, and this Agreement shall automatically terminate as of such date, with no further liability to the parties hereunder; provided, however, that in the event of Consultant’s death or disability, as applicable, Consultant (or Consultant’s estate) shall also be entitled to receive the IPO Fee for a Fund’s Initial Public Offering upon the closing of the same, if (i) the Fund’s Initial Public Offering closes within twelve (12) months of Consultant’s death or disability, as applicable, and (ii) Consultant materially participated in discussions with duly authorized executive personnel of the lead underwriter(s) of the Fund’s Initial Public Offering.
SURVIVAL CLAUSE
The obligations of the parties contained in Articles 5, 6, 8, 9, 10, 14 and 15 shall survive termination of this Agreement and remain in full force and effect indefinitely.
Source
Terra Tech Corp.Limited Survival: The Parties’ respective obligations under the Merger Agreement at Section 7.5(a) survive and at Section 7.5(c) survive.
Source
Terra Tech Corp.Exceptions to limited survival: Notwithstanding anything in the Limited Survival clause above seemingly or arguably to the contrary, that Limited Survival provision shall not extend to, nor provide for or allow the survival or revival of, any actual or potential claims or rights of Terra Tech based on:
a. The Employment Agreement, or any version of it, said obligations being fully, finally and forever released and discharged, notwithstanding that said Employment Agreement might be considered a “Transaction Agreement executed by OneQor” under the language of the Merger Agreement.
b. Any direct or indirect claim for any form of liability for the claims noted as released in Section 2(d)(i)(E)(2) hereof.
c. Any claim based on Sections 7.2 or 7.3 of the Merger Agreement.
Survival Clause. The provisions of this Article 7 shall survive each of the Closing Dates.
Survival Clause. Except as expressly provided for herein, the terms and provisions contained herein shall merge in the deed and shall not survive the Closing.
Source
ACCURAY INC (ARAY)Survival Clause. The respective representations, warranties, agreements and other statements of the Company and the Holder set forth in this Agreement or made by or on behalf of the Exchanging Holders pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, any of its officers or directors, the Holder or any of its respective officers or directors, or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Securities.
Survival Clause.
The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Company or its directors or officers and (c) delivery of and payment for the Notes under this Agreement.
What is a Survival Clause?
A Survival Clause is a provision in a contract that stipulates which rights, obligations, or terms will remain in effect after the expiration or termination of the agreement. It ensures that certain key elements of the contract continue to govern the parties’ relationship even after the main contractual obligations have been concluded. This clause is crucial for protecting the interests of the parties involved, particularly for matters that require ongoing responsibility or enforcement.
When should I use a Survival Clause?
You should consider using a Survival Clause in situations where certain obligations or rights need to persist beyond the life of the contract. Common scenarios include:
- Confidentiality: To ensure that sensitive information remains protected even after the contract ends.
- Indemnification: To require a party to rectify harm caused during the contract’s term, sometimes surfacing only after the contract is terminated.
- Warranties and Representations: To extend assurances about the quality or performance of products or services received under the contract.
- Liability and Risk: In cases where potential liability might arise after the termination or completion of contractual relations.
How do I write a Survival Clause?
When writing a Survival Clause, clear and precise language is crucial. Here’s a generic template that can be tailored to specific contracts:
Survival: The provisions of this Agreement that by their nature and context are intended to survive the termination or expiration of this Agreement, including but not limited to [list specific provisions, e.g., confidentiality, indemnification], shall so survive.
Ensure the language explicitly states which clauses or provisions will continue and the duration for which they will survive, if applicable.
Which contracts typically contain a Survival Clause?
Survival Clauses are commonly found in contracts where it is important to extend certain obligations beyond the contract’s termination. Some examples include:
- Non-disclosure Agreements (NDAs): To extend privacy or data protection obligations.
- Purchase Agreements: To ensure warranties or indemnifications remain applicable after the closing of the deal.
- Service Agreements: To keep specific terms like confidentiality or liability alive after the service ends.
- Licensing Agreements: To maintain usage restrictions or intellectual property rights after expiration.
Including a well-drafted survival clause in these contracts helps manage risks and protect parties from future disputes or liabilities.
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