𝗕𝗮𝗰𝗸 𝘁𝗼 𝘁𝗵𝗲 𝗕𝗮𝘀𝗶𝗰𝘀 | 𝗣𝗼𝘀𝘁 #3
- FIO Legal Solutions
- 1 day ago
- 2 min read
Author: Luiza Rey
There’s one contract phrase I don’t really use on my drafts — but I got so used to it over the years, that I never redline it.
“𝘗𝘳𝘰𝘷𝘪𝘴𝘪𝘰𝘯𝘴 𝘵𝘩𝘢𝘵 𝘣𝘺 𝘵𝘩𝘦𝘪𝘳 𝘯𝘢𝘵𝘶𝘳𝘦 𝘴𝘩𝘰𝘶𝘭𝘥 𝘴𝘶𝘳𝘷𝘪𝘷𝘦 𝘵𝘦𝘳𝘮𝘪𝘯𝘢𝘵𝘪𝘰𝘯 𝘴𝘩𝘢𝘭𝘭 𝘴𝘶𝘳𝘷𝘪𝘷𝘦.”
It shows up in almost every template.
You probably read it a thousand times.
AI now generates it too.
Nobody questions it.
It’s like that default app on your phone you never open — you don’t know what it does, but you’d never delete it.
It’s legal poetry — the classic its just vague enough to cause trouble later.
We all know what it's supposed to mean:
Some clauses are meant to keep working even after a contract ends.
Usually things like:
- Confidentiality
- Payment obligations (like unpaid fees or commissions)
- IP ownership and licenses
- Indemnities and dispute resolution
But here is the problem: different legal systems read it differently
🇺🇸 In the US, courts look at intent and necessity — what the parties clearly meant.
🇬🇧 In the UK, it’s about commercial purpose — what makes sense for the deal.
🇪🇺 In civil law countries (like Portugal, France, or Germany), survival clauses can be overridden by statute that says certain duties end when the contract does.
So your “survival” clause might not survive at all — especially in cross-border SaaS, founder separation, or venture funding agreements.
My Fix:
Let the clause be — but give it substance.
Add a follow-up sentence:
“𝘛𝘩𝘦 𝘱𝘳𝘰𝘷𝘪𝘴𝘪𝘰𝘯𝘴 𝘰𝘯 𝘤𝘰𝘯𝘧𝘪𝘥𝘦𝘯𝘵𝘪𝘢𝘭𝘪𝘵𝘺, 𝘱𝘢𝘺𝘮𝘦𝘯𝘵, 𝘪𝘯𝘵𝘦𝘭𝘭𝘦𝘤𝘵𝘶𝘢𝘭 𝘱𝘳𝘰𝘱𝘦𝘳𝘵𝘺, 𝘪𝘯𝘥𝘦𝘮𝘯𝘪𝘵𝘺, 𝘢𝘯𝘥 𝘥𝘪𝘴𝘱𝘶𝘵𝘦 𝘳𝘦𝘴𝘰𝘭𝘶𝘵𝘪𝘰𝘯 𝘴𝘩𝘢𝘭𝘭 𝘴𝘶𝘳𝘷𝘪𝘷𝘦 𝘵𝘦𝘳𝘮𝘪𝘯𝘢𝘵𝘪𝘰𝘯.”
Because even if that first line sounds good, clarity always wins. 💬
📚 Extra Reading:
The American Bar Association’s Business Law Section have great articles on how survival clauses should work with intention — worth a quick look before you sign.
By Luiza Castro Rey
