The survival clause defines the contractual provisions that will remain in effect after the termination or expiry of the contract. In order to ensure that you are well protected, you need to think about the type of commitment you want to renew beyond the termination of the contract, what marks the end of the contract and the duration of the provision. representations [ENVIRONMENTAL MATTERS REPRESENTATION], EMPLOYEE BENEFIT MATTERS REPRESENTATION] and [TAXES REPRESENTATION] that are maintained 60 days after the expiry of the current limitation period (taking into account possible toll delays and other extensions); and, in this example, the parties state that the duty of confidentiality must be maintained for an indeterminate period or that the information is no longer “secret” or “confidential” in accordance with the terms of the contract. Most of the time, we will see parties who will require representations and guarantees to survive the terms of the contract if the commitments are executed in a very short time or immediately. As the name suggests, the “survival clause” is a clause that allows another clause to survive after termination. In some cases, businesses and individuals have an economically justified objective of extending contractual obligations after termination. Although fun, there is a reasonable scenario for this language. Assuming the main contract is for one party to buy items from the other as a price and a price. It is recognized that the terms and conditions may change, so that one or the other does not wish to pursue the contract. There could be conditions under which a party could terminate the contract, perhaps with the payment of a penalty. These provisions could be the protection of intellectual property, the use of trademarks or some of them. Even if the sales contract is terminated, the parties may wish to keep these protections late. They could probably accept a change to this section, but the idea is that the termination of the sale part does not end the IP agreements.
Our alternative language must be easily adapted to these more complex survival clauses. Use the alternative language for general representations, guarantees and obligations to survive for a specified period of time and, if necessary, a list of insurance, guarantees and bonds that survive for an extended or reduced period of time. Therefore, if a contract contains an explicit provision excluding any claim for compensation in the event of a breach and subsequent termination of the contract, the express intent of the parties will apply and compensation is excluded.