What is it?
Survive is a contractual doctrine that governs which provisions remain enforceable after termination or expiration of the primary agreement.
survive
Contract LawLegal glossary term
Quick answer
Survive usually means provisions remain effective after contract termination. In contracts, it matters because critical obligations like confidentiality or indemnification may lapse. Before signing, check which provisions survive and for how long.
Definitions
What is survive?
Legal Definition
Survive means a provision continues to have legal effect after a contract ends or a triggering event occurs. It creates binding obligations that outlive the primary agreement. The qualifier is whether the survival clause specifies which provisions survive and for how long.
Plain-English Translation
Like keeping a library book after due date, survival clauses let certain rules stay active even after the main agreement ends.
Contract relevance
Why survive matters in contracts
Ignoring a survival provision can result in losing critical rights like indemnification or confidentiality, placing the non-breaching party at significant risk.
Document context
Where survive appears in documents
| Document type | Section | Why it matters |
|---|---|---|
| Asset Purchase Agreement | Representations and Warranties section | Ensures buyer protection against seller liabilities after closing |
| Employment Agreement | Non-Compete clause | Restricts employee's future activities even after employment ends |
| Construction Contract | Indemnification clause | Maintains subcontractor liability for defects beyond project completion |
| Merger Agreement | Survival of Liabilities section | Preserves target company's obligations post-merger |
Contract language
Common contract wording
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| The provisions of this Agreement shall survive termination or expiration | Certain obligations continue after the deal ends | Check which specific provisions are listed as surviving |
| Representations and warranties shall survive closing for a period of three years | Buyer protection against seller misrepresentations | Verify the exact survival period matches deal expectations |
| This confidentiality provision shall survive indefinitely | Protection of trade secrets after agreement ends | Ensure perpetual survival is justified for your business |
Red flags
Red flags to watch for
Wording examples
Clearer wording examples
Vague wording
All provisions of this Agreement shall survive termination
Clearer wording
The following specific provisions shall survive termination: [enumerate specific provisions]
Vague wording
Confidentiality obligations shall survive for five years post-termination
Clearer wording
Confidentiality obligations shall survive for a period of five (5) years following termination of this Agreement
Note: “clearer” means easier to read — not legally reviewed or guaranteed safe.
Pre-signature checklist
What to check before signing
1
Identify which specific provisions are designated to survive
2
Confirm the duration of survival for each provision
3
Verify that survival periods comply with applicable statutes of limitations
4
Ensure perpetual survival is justified and reasonable
5
Check if survival clauses apply to both parties or only one
6
Review whether survival provisions are consistent with other agreement terms
Party impact
How survive affects each party
| Party | What this party should check |
|---|---|
| Buyer | Ensure critical representations and warranties survive with adequate duration |
| Seller | Limit survival period to avoid indefinite liability for historical representations |
| Employer | Protect trade secrets and client relationships through appropriate survival clauses |
| Employee | Negotiate reasonable limitations on non-compete and non-solicitation survival periods |
Comparison
survive vs similar terms
| Related term | Plain meaning | Main difference from survive |
|---|---|---|
| Expiry | End of contractual term | Expiry ends the entire agreement, while survival keeps specific provisions active |
| Termination | Cessation of contractual relationship | Termination may end most obligations, while survival preserves specific ones |
| Indemnification | Protection against loss or damage | Indemnification is often a type of provision that survives termination |
Missing or vague
If survive is missing or vague
If the survival term is undefined or vague, disputes may arise about which obligations continue after contract termination. Parties may disagree about whether confidentiality, indemnification, or other provisions remain enforceable. This uncertainty can lead to costly litigation to determine the parties' rights and obligations post-termination. The absence of a clear survival clause may result in unintentional waiver of important rights.
Without specific survival provisions, courts may interpret that all obligations terminate with the contract, potentially leaving parties without protection for critical post-termination concerns like liability for breaches or protection of intellectual property.
Document map
Document section map
| Contract section | What to inspect |
|---|---|
| Definitions | Check if "Survival" or "Survival of Provisions" is specifically defined |
| Termination | Review which provisions are designated to survive termination |
| Representations and Warranties | Confirm survival period for these critical protections |
| Indemnification | Verify survival of indemnification obligations beyond contract term |
| Confidentiality | Ensure protection of trade secrets survives contract termination |
| Governing Law | Check if survival provisions comply with applicable state law |
Visual model
Understand survive fast
An explainer image has not been generated for this term yet.
01
Landlord includes a survival clause requiring tenant to remain liable for environmental cleanup after lease termination
02
Borrower agrees that representations and warranties survive closing for three years in a loan agreement
03
Franchisor requires royalty payments to survive termination of the franchise agreement for a specified period
Document context
How survive shows up in legal documents
Why does it matter?
Ignoring a survival provision can result in losing critical rights like indemnification or confidentiality, placing the non-breaching party at significant risk.
When does it matter?
Survival clauses activate when a contract terminates, expires, or is amended, as specified in the agreement itself.
Where is it usually seen?
Survive appears in contract termination clauses, merger agreements, asset purchase agreements, and intellectual property licenses.
Who is affected?
Buyers benefit from survival clauses protecting them from seller liabilities, while franchisors use them to protect trademarks post-termination.
How does it work?
First, identify the triggering event that activates survival. Then, determine which specific provisions survive by reviewing the survival clause. Finally, note the duration of survival, which may be perpetual or time-limited.
Share
Send this term to someone else fast
Copy the link, open native sharing, or scan the QR code from another device.
Scan to open this glossary page on another device.
Wikipedia
I Will Survive
"I Will Survive" is a song recorded by American singer Gloria Gaynor, released in October 1978 by Polydor Records as the second single from her sixth album, Love Tracks (1978). It was written by Freddie Perren and Dino Fekaris. The song's lyrics describe the...
Open on Wikipedia →Knowledge graph
Where survive connects to real contract work
This layer links the term to nearby glossary entries, document use cases, and contract-risk guides so readers can move from definition to context without dead ends.
Glossary
Use Cases
Termination Notice
HR & Recruitment: When you receive a termination notice, every word matters — especially what isn’t in it.
NDA
Legal & Corporate: Signing an NDA is easy. Understanding what you just agreed never to say is harder.
Power of Attorney
Legal & Corporate: Granting power of attorney gives someone else control over your life. Know exactly what you’re granting.
Source & disclosure
This page is an AI-assisted plain-English explanation based on LexPredict Legal Dictionary context and contract-review patterns. It is not legal advice. Meaning may vary by jurisdiction, industry, and exact clause wording.
Move from term to document
See the real contract language around this term
A glossary definition helps, but actual risk usually lives in the surrounding clause. Upload the full document and BrieflyGo will map plain-English meaning, red flags, and next steps.