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A survival clause is a contract provision that names which obligations stay enforceable after the agreement expires or is terminated. Without it, obligations such as indemnification and warranties can lapse when the contract ends.

Confidentiality, indemnification, limitation of liability, payment for work already performed, governing law, and dispute resolution are the usual survivors. Each should be listed by section number, because a court enforces the list as written.

A statute of limitations is the legal deadline to file a claim. A survival clause is a contractual deadline the parties set themselves, and in most states it can run shorter than the statute if the language is clear. Counsel often negotiate for the longer of the two.

Survival periods vary by obligation. Confidentiality and trade-secret terms often survive indefinitely, indemnification commonly runs 18 to 36 months, and representations and warranties typically survive 12 to 24 months. Fundamental representations such as title and authority usually survive longest.

No. Under the common-law merger doctrine, representations and warranties can merge into the closing and become unenforceable unless the contract expressly states they survive. M&A agreements handle this with a dedicated survival provision.

It means the listed obligation stays in force whether the contract ends early by termination or runs out by expiration. The phrase covers both endings, and it works best paired with a specific duration so the obligation has a defined life.