Survival of obligations

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A boilerplate term that nominates certain provisions of the agreement that are deemed to carry on notwithstanding the end of the Agreement itself.

In most cases survival of obligations clauses result from a misconception about how damages work in a contract and are, as such, a sort of category error.

The thing is: when you terminate a contract, or it comes to its natural end, it is not wiped from the horizon with a Nietzschean sponge — it is not as if the parties creep away with what gains they have to that point gotten upon some principle that possession is nine-tenths of the law; the contract existed, and continues to operate, on that period in the past during which it was live. It no longer operates for the present period, or any point in the future.

The plainest example of this is a lease terminated for non-payment of rent. Terminating the lease does not alter the tenant’s obligation to pay arrears for the period in which she occupied the premises; it just means she is no longer entitled to occupy the premises, and nor, correspondingly, is the landlord entitled, prospectively, to charge her rent.

One does not need a survival of obligations clause to attain that outcome. That is the whole point of the law of contract.