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. In this context, my goal here is to find out what a notion of survival is, what they look like in the NDa and how they should be used fairly in your agreements. Okay, so, if the parties want to survive, it survives! An intention should not be explicitly made in a treaty. Instead, it can be taken out of context. As a result, there could be a dispute over whether the parties really wanted something to survive. 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. The provisions which, by their nature, are intended to deal with the termination or expiry of the agreement remain unchanged. After closing, the following provisions remain in force [clause A: compensation, clause B: limitations of liability, clause C: confidentiality] and all other clauses necessary to confirm the intention of the parties remain in force and are binding on the parties. I am not a fan of saying in a contract that certain provisions survive termination.
See MSCD 13.642 and this 2006 contribution. Heck, even the Delaware Chancery Court noticed. A survival clause or survival provision is a contractual clause that allows the parties to commit each other to maintaining the applicability and legally binding status of certain contractual obligations beyond the expiry, termination or conclusion of the contract. For these types of survival clauses, you must ensure that you are seeded to ensure that you have the right disposition to survive the expiry of the contract. The survival of compensation obligations. The compensation obligations of the parties under the [CLAUSE to compensate] are the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement with respect to all claims made by the party compensated to the party compensated before the end of the aforementioned survival period.