Survival
A boilerplate survival clause for use in a commercial agreement, sometimes known as a consequences of termination clause, specifying which contractual provisions and rights continue after the agreement terminates or expires. The clause clarifies how to preserve accrued rights and liabilities, such as the right to claim damages for a prior breach. The accompanying drafting notes explore the uncertain position at common law where no express survival term exists. They also review key statutory and common law considerations on termination, including the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE), the Commercial Agents (Council Directive) Regulations 1993 (Commercial Agents Regulations) and the anti-deprivation principle on insolvency. The notes also cover the impact of the Corporate Insolvency and Governance Act 2020 (CIGA) on a supplier's right to terminate. the parties.
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