A survival clause in a contract determines which obligations live on after the relationship ends. Without one, confidentiality, indemnification, and IP ownership may expire with the contract. This guide covers six provisions that should survive, how long each should last, and what happens when the clause is missing.
An expired contract does not simply end — seven provision types survive expiration under US law. Continuing to perform after expiration creates a legally ambiguous holdover. This guide covers which obligations survive, how holdover works, and four decisions to make before a contract expires.
A material breach of contract defeats the agreement's purpose — giving the non-breaching party the right to terminate and sue for damages. This guide covers the five-factor Restatement test US courts apply, the four available remedies, and how well-drafted contracts reduce material breach risk.
An entire agreement clause states that the written contract is the complete agreement — superseding all prior negotiations. Once signed, pre-contract promises are legally irrelevant. This guide covers what it does, what it doesn't, how courts in key US states enforce it, and how to draft it correctly.
