Call us now:
A non-disclosure agreement (NDA) is a legal contract used to protect confidential information shared between two parties. It is common for NDAs to include a “survival clause” which outlines the duration of the agreement and the circumstances in which it remains in effect after the agreement has ended.
A survival clause is a critical component of an NDA, as it ensures that the terms of the agreement continue to be binding even after the agreement has terminated. This means that the receiving party must continue to maintain the confidentiality of the disclosed information, regardless of whether the original purpose of the agreement has been fulfilled.
There are several reasons why a survival clause is necessary in an NDA. First and foremost, it provides an added layer of protection for the disclosing party. If the receiving party breaches the agreement after it has terminated, the disclosing party has legal recourse to enforce the terms of the agreement and seek damages.
In addition, a survival clause can help to maintain the integrity of the confidential information being protected. This is especially important in industries where trade secrets and proprietary information are vital to the success of a business. By ensuring that the NDA remains in effect after termination, both parties can be confident that their confidential information will be safeguarded.
When drafting a survival clause, it is important to consider several key elements. First, the duration of the NDA should be clearly outlined. This should include the length of time that the agreement remains in effect after termination, as well as any circumstances under which the agreement could be terminated early.
In addition, the survival clause should clearly define what constitutes a breach of the agreement. This may include unauthorized disclosure of confidential information, failure to return or destroy confidential information, or any other actions that could compromise the integrity of the agreement.
Finally, it is important to include provisions for the enforcement of the agreement. This may include a mechanism for resolving disputes, such as arbitration or mediation, as well as provisions for the recovery of damages in the event of a breach.
In conclusion, a non-disclosure agreement survival clause is a critical component of any NDA. By clearly outlining the duration and terms of the agreement, and providing provisions for enforcement, both parties can be confident that their confidential information will be protected. If you are in need of an NDA with a survival clause, it is recommended to consult with a legal professional who can help you draft an agreement that meets your specific needs.