Glossary
TermUpdated Sep 23, 2026What Is a Survival Clause in a Contract?
A survival clause lists the duties that keep applying after a contract ends, for example confidentiality, payment of amounts already due, indemnities or limits on liability. Without one, it can be unclear which promises end with the contract and which continue. The clause can also say how long each surviving duty lasts.
Why it matters
Ending a contract does not end everything in it. The survival clause decides what you still owe, and for how long, after the work and the payments stop.
How common is it?
In the LexGLUE version of LEDGAR, a research set of 80,000 contract provisions from SEC filings, each labelled with one of 100 common provision types, 1,951 (2.44%) are labelled "Survival". That is a share of provisions, not of contracts. It is the 6th most common of the 100 provision types in this set.
In ContractNLI, a research set of 607 non-disclosure agreements, annotators found that 422 (69.5%) keep some obligations in force after the agreement ends. That is a count for this dataset, not for most NDAs.
These are provisions from contracts that public companies filed with the SEC — a reference point, not a rule for your contract.
Source: LEDGAR (Tuggener et al., 2020), LexGLUE version (Chalkidis et al., 2022), CC BY 4.0. Counts are ours. Source: ContractNLI, Koreeda & Manning (2021), CC BY 4.0. Counts are ours.
What to watch for
- Duties that survive with no time limit.
- A long list that keeps most of the contract alive after it ends.
- Surviving duties that bind only you.
A realistic example
A consultant's contract ends after six months, but its survival clause keeps a broad non-solicitation promise alive for three more years.
What to ask for
- A time limit for each surviving duty.
- Only the clauses that need to continue, named one by one.
Related terms: post-termination obligations · confidentiality clause · contract expiration date
Related guide: What to watch for in an NDA
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Not legal advice. This is an educational definition of a common contract term. Details vary by jurisdiction — this page explains common U.S. usage. For high-stakes agreements, have a lawyer review the final version.