BeforeJD Guides

Before you sign: what survives

The clauses that outlive the contract

• Find the survival clause. It often sits under Term and Termination, or Survival.
• Read the list of sections it names, and look for words like "including, but not limited to". They usually mean the list is not closed.
• Look up each section it names, and write down what duty it holds.
• For each duty, find how long it lasts after the contract ends. Confidentiality and non-solicitation often state a period; non-disparagement and indemnity often do not.
• Mark any duty with no end date. Nothing in the contract ends it.
• Ask for an end date on each ongoing duty that survives, and for the survival clause to say how long each one lasts.

The clause in this guide: Consulting Agreement, Exhibit 10.1, CIK 1737287, Form 10-Q, filed with the SEC on May 3, 2023. https://www.sec.gov/Archives/edgar/data/1737287/000173728723000053/allo-20230331xex101.htm

BeforeJD is not a law firm. This is informational only, not legal advice.