Does an indemnification clause survive termination of a contract?

What determines if indemnification continues?

The key factor is whether the contract includes a survival clause or specific wording in the indemnification section. These provisions often state that indemnity obligations apply even after termination.

If the contract is silent, obligations may end when the contract ends. However, claims tied to actions during the contract period may still be relevant.

Why do indemnification clauses often survive?

Indemnification often relates to risks that may arise later, such as third-party claims based on past work. Because of this, contracts commonly state that these obligations continue after the agreement ends.

This helps ensure that responsibility for past actions does not disappear just because the contract has expired.

What to do next...

1. Check your contract for a "survival" clause.
2. Review the indemnification section for post-termination language.
3. Identify what types of claims are covered after termination.
4. Clarify any unclear terms before signing.

What to consider in your specific situation

While indemnification often survives, the outcome depends on your contract details.

• Whether your contract includes a survival clause.
• The exact wording of the indemnification provision.
• The type of services and risks involved.
• The timing of events giving rise to a claim.
• Local laws that affect contract interpretation.
• The potential size and timing of future claims.

Understanding what continues after termination can help you manage long-term risk. Since every situation is different, consider more information through Rocket Copilot, a Legal Pro, or a legal document review to move forward with confidence.