Section 10.6: Survival Clauses
This section specifies the provisions of the Agreement between That Is A Q ("Company") and the Client that shall remain in full force and effect following the termination or expiration of the Agreement, regardless of the cause of termination.
Certain obligations are critical to protecting the rights and interests of both parties beyond the lifespan of the active engagement. The clauses listed below are deemed "Surviving Provisions" and shall continue to govern the relationship between the parties as explicitly stated herein.
10.6 Surviving Provisions
10.6.1 Confidentiality & Non-Disclosure
All obligations regarding the protection of Confidential Information, as defined in Section 5 of this Agreement, shall survive indefinitely or for the period specified in the separate Non-Disclosure Agreement, if applicable. Both parties acknowledge that trade secrets, proprietary methodologies, and sensitive data shared during the course of the engagement remain protected after termination.
10.6.2 Intellectual Property Rights
Ownership rights regarding Work Product, Background IP, and licensed materials shall survive termination. The transfer of ownership, if applicable, is contingent upon full payment of all outstanding fees as outlined in Section 3. Failure to remit final payments shall result in the Company retaining all rights to the Work Product.
10.6.3 Payment Obligations
Any accrued but unpaid fees, expenses, or penalties incurred prior to the effective date of termination shall remain due and payable by the Client. The Client's financial obligations under this Agreement survive termination until all amounts are satisfied in full.
10.6.4 Limitation of Liability & Indemnification
The limitations on damages and the mutual indemnification provisions set forth in Section 8 shall survive termination. Neither party shall be liable for consequential, incidental, or punitive damages arising from the Agreement, and indemnification obligations regarding third-party claims shall continue for the duration of applicable statutes of limitations.
10.6.5 Dispute Resolution & Governing Law
The mechanisms for resolving disputes, including arbitration procedures and governing law as detailed in Section 9, shall survive termination. Any claims or controversies arising out of or relating to the Agreement shall be resolved in accordance with these provisions, even if the Agreement has ended.
10.6.6 Return of Materials
Upon termination, the obligation to return or destroy all proprietary materials, including but not limited to source code, design files, credentials, and documentation, shall survive. Each party must comply with the return or destruction protocols within fourteen (14) days of the termination date.
💡 Note: If you have questions regarding how these survival clauses apply to your specific engagement with That Is A Q, please contact our legal liaison or your dedicated project lead. We believe in transparency and clarity in all our partnerships.