Does the deployment survive for an unlimited period of time? While fun, there is a reasonable scenario for this language. Suppose the main contract is for one party to buy items from the other as price and price. It is recognized that the terms and conditions may change, so either does not want to continue 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 others. Even if the purchase agreement is terminated, the parties may wish to retain these warranties as a delay. Presumably, they could agree to amend the said article, but the idea is that the termination of the sale part does not terminate the intellectual property agreements. As a general rule, any duties, responsibilities or obligations that the parties have under a provision of an agreement end at the end of the agreement. A survival clause trumps this and allows the provisions of an agreement to «survive» after the end of the agreement itself. The survival clause determines which contractual provisions remain in force after the termination or expiry of the contract.
declarations [ENVIRONMENTAL MATTERS REPRESENTATION], EMPLOYEE BENEFIT MATTERS) and [TAXES REPRESENTATION], which remain in force 60 days after the expiry of the applicable limitation period (taking into account any toll deadlines and other extensions); and it is not inherently abusive, but it can certainly be abused. What is considered abusive often varies from jurisdiction to jurisdiction (not only on this issue, but on legal issues in general). Other clauses are actually intended to be applied forever, such as. B certain confidentiality, non-denigration or compensation clauses. For example, a indemnification clause in a contract that prevents one party from suing the other party for work under the contract would be useless if it could be circumvented by a party who terminates the contract. Does this mean that the deployment will survive indefinitely? Is there a legal limit to that? Isn`t that abusive? If so, can this be legally enforced? Our alternative language should be easily adapted to these more complex survival clauses. Use alternative language for general representations, warranties and obligations of survival for a certain period of time and, where applicable, a listed list of representations, warranties and obligations that remain for a longer or shorter period of time. The survival of claims is simply superfluous and reinforces the evidence that the termination of an agreement does not prevent an injured party from being harmed. Survival clauses may provide for the overall survival of determinations (e.B. «any provision. which imposes an obligation after termination… «), or identify certain provisions by means of a section («Privacy») or section number («Obligations under Articles 10 and 13 of this Agreement»).
Isn`t that abusive? If so, can this be legally enforced? Maintenance of indemnification obligations. The parties` indemnification obligations under the [INDEMNIFICATION CLAUSE] shall survive the [TERMINATION, EXPIRATION, TERMINATION DEADLINE] of this Agreement with respect to any claim that the Indemnified Party has notified to the Indemnifying Party prior to the expiration of the survival period set forth above. For example, an employment contract may contain a confidentiality clause according to which the employee cannot disclose confidential company information to third parties. Without a survival clause, the former employee would be free to disclose confidential information after the expiry of the employment contract. However, the employment contract could contain a survival clause according to which «the confidentiality obligations will remain in force two years after the termination or expiry of this contract». In this case, the former employee could be held responsible for the disclosure of confidential information within two years of the termination of the employment contract […].