Confidentiality is essential, as certain information must remain private to allow a company to continue to survive. Therefore, survival clauses and conditions may be necessary to include them in a confidentiality agreement. A survival clause often describes the seller`s guarantees and representations that will survive the contractual terms for a period of time. Sometimes a term or provision survives the termination of a contract only until a particular event occurs. Survival clauses may provide for a general survival of the provisions (z.B. «any provision… which imposes an obligation after the cessation of the activity… «), or specifies specific provisions based on the title («Confidentiality») or the section number («Obligations in Articles 10 and 13 of this Agreement»). For the purposes of the NDA, this is important because your survival clause in case of misreprescing is totally unnecessary or has completely unintended consequences that result in exactly the kind of legal struggle you are trying to avoid. any specific agreement that is included in this agreement and that requires the delivery after the completion date will last the closing date for an indefinite period.
Agreements often stipulate that the end of this trading period includes the «duration» of the contract. Without prejudice to this, section 7, as used in the survival clause under the following example, probably means that section 7 will survive six years, while the survival period in Section 11.6 provides for another period. The survival clause defines the contractual provisions that will remain in effect after the termination or expiry of the contract. This is because survival conditions and survival clauses are often unilateral and used unfairly by the parties to the publication. This tactic has paid off for some parties to the disclosure. For others, it cost them more in defensive counsel fees than it was worth it. 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. Once the basic commitments are fulfilled, a survival clause may include more specific information about the individual agreement, including the continuation of certain obligations, guarantees and insurance.
Other forms of language make it possible to adapt more to the complexity of survival clauses.