Agreement clauses are an essential part of any contract and are used to ensure that both parties are on the same page. They define the terms and conditions of the agreement and specify the obligations of each party. However, it is common for agreement clauses to be overlooked or neglected during the drafting of a contract. This can lead to misunderstandings, disputes, and even legal proceedings.
One essential agreement clause that should never be overlooked is the survival clause. This clause specifies which provisions of the contract will survive the termination or expiration of the agreement. It is a crucial element of any contract and should not be taken lightly.
The survival clause, also known as the survival provision or survival agreement, is a legal mechanism that ensures that certain provisions of a contract will remain enforceable even after the agreement has been terminated. It is typically included in contracts such as employment agreements, purchase agreements, and lease agreements.
The survival clause provides clarity on which obligations and liabilities will continue after the termination of the agreement. It ensures that parties are aware of their ongoing responsibilities and can plan accordingly. This clause is necessary for many reasons, such as:
1. Protecting the parties` rights and interests: Without a survival clause, the parties may not be protected after the agreement expires or is terminated. This can lead to situations where one party is left with no recourse for breach of contract or other legal issues.
2. Ensuring continuity: In some cases, certain obligations need to continue even after the agreement has been terminated. For example, if a purchase agreement is terminated, the survival clause specifies which party is responsible for fulfilling the obligations related to the transfer of ownership.
3. Avoiding disputes: The survival clause can help prevent disputes by providing clarity on which provisions are still in effect after the termination or expiration of the agreement. This can avoid confusion and misunderstandings between the parties.
It is crucial for the survival clause to be drafted with care to avoid ambiguity and ensure that it serves its intended purpose. The clause should be specific, and each provision should be clearly defined. It is also essential to ensure that the language used is unambiguous and easy to understand by any reader.
In conclusion, the survival clause is a crucial element of any contract and should never be overlooked. It ensures that parties are aware of their ongoing obligations and liabilities and can plan accordingly. It provides protection to the parties and ensures continuity in situations where certain obligations need to continue even after the agreement has been terminated. As a professional, ensure that this clause is given the attention it deserves during the contract drafting process.
