Survival Clause

What is a survival clause?

A survival clause lists the parts of a contract that keep working after the contract ends. Without it, people could argue that every duty stopped on the last day. With it, promises like confidentiality, payment of what is owed, and liability limits stay in force.

The clause is often one short paragraph near the termination section. It often lists section numbers rather than describing them, so you have to look each one up. The AWS Customer Agreement (section 5.3) lists nine sections that keep applying after the agreement ends.

Why it matters to you

The end of a contract is when your data is most at risk. You stop paying, the vendor still holds your data, and attention moves elsewhere. The survival clause decides which of the vendor's promises still protect you during that time.

The Salesforce MSA (section 11.5) is a good example on data. Its customer data protections survive "for so long as SFDC retains possession of Customer Data." That ties protection to the data itself, not to a fixed date.

Survival protects the vendor too. Salesforce, HubSpot (section 12.14) and Atlassian (section 12.5) keep their disclaimers and liability limits alive after the end. Salesforce and HubSpot also list indemnification, which includes your own customer indemnity if you gave one.

A real change we caught

Venpo flagged that StreamYard can now keep personal data for three years after you leave. When a vendor keeps data that long, the promises that cover it after the end matter as much as those during the contract.

What to check

• Look up every section the survival clause lists, and note which protect you and which protect the vendor.
• Check that confidentiality and data protection survive for as long as the vendor holds your data.
• Compare it with the vendor's data retention periods and its deletion after termination promise.
• Check that the vendor's DPA duties still apply to retained data and backups.

How Venpo helps

Venpo watches your vendors' terms, privacy policies and DPAs and emails you when retention periods, deletion promises or post-termination duties change. The Fine Print Scan also tells you how long each vendor says it keeps data.