How to Review a Survival List and Duration After Expiry

A founder is one signature from a vendor MSA — the umbrella contract later order forms sit under. Sales says “standard survival — confidentiality lasts three years.” He treats the heading as boilerplate. The named list can drop the liability cap and the indemnity. Circle every heading, split the two clocks, tick cap and indemnity, then list / clock / accrued rights — that is how to review a survival list duration after expiry.

In September 2026, Pavel — Founder of a 12-person UK SaaS — has Finance’s yes on a US analytics vendor. Clause 17 Survival names Section 8 (Confidentiality) for three years, Section 9 (Intellectual Property), and Section 16 (Governing Law), plus a catch-all “by its nature.” Sections 11 and 12 — indemnity and the cap — are missing. Thursday’s redline inserted a Data Processing section at 7; old Section 8 is now Section 9, and the list still says Section 8. The AE Slack: “Caps always survive anyway — this is market.” Go-live is Monday.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

Why does a named list beat “provisions that by their nature survive”?

A named list that omits the cap can be read as exhaustive. A bare catch-all — “provisions that by their nature survive” — is a fight, not a safety net. Omission is a signature risk. Circle every heading. Write “missing” for indemnity and the cap.

Freeze the packet — the MSA, order form, and any DPA — a data processing agreement — you will sign. Copy Survival. Mark number plus title. Vaquill prefers a named list to a catch-all the court must decode. LegalClarity calls “by their nature” a litigation magnet. Inkvex says fire on termination or expiration — “survive termination” alone can skip expiry. For example, Pavel names three headings, then drops 11 and 12. Do: write every missing row. Don’t: treat the catch-all as cover.

How do you split confidentiality years from trade secrets?

Ordinary confidential information and trade secrets are two clocks. A three-year blanket with no carve-out can leave source code open in year four. Perpetual on everything is the trap. Write two durations, not one.

Convention — not a survey — is two to five years for ordinary CI, often three to five on tech paper, with trade secrets while they remain secrets. NDAShield flags perpetual on all CI. Pavel’s Section 8 is silent on trade secrets. A 12-month window is not Limitation Act 1980 s.5 — England and Wales, six years from accrual on a simple contract. Do: write years plus a carve-out. Don’t: treat three years as “we’re done.”

Why must indemnity and the cap both survive?

Indemnity without a surviving cap can be argued as uncapped after expiry. A cap without indemnity leaves nobody paying the third-party claim. Tick both on the same list, or pause. Do not let “caps always survive anyway” close the hunt.

The surprising line is the AE’s. Under English construction, limits often continue as secondary obligations — Photo Production [1980] UKHL 2 (structure-only; still interpretation). That default is not a reason to leave Section 12 off the list. Vaquill says walk-away if the cap is silent — it arguably lapses. ContractKen pairs both for the same window. Bindlegal 2026 flags asymmetric survival — vendor cap outlasts customer indemnity. Fees-paid maths is a different guide — see the MSA liability cap review. Indemnity scope is a different checklist — see the indemnity clause review. Pavel: 8 named, 11 and 12 omitted. Write “cap missing.” Do: tick both. Don’t: trust the Slack line.

What does a silent list do to accrued fees and already-delivered work?

Accrued fees and already-delivered work are not automatic if the list is silent. Write that termination or expiry does not release obligations accrued before the effective date. Ongoing support should not ride in on “everything survives.”

LegalClarity’s model: payment for services already performed stays. If the packet has a DPA, data-return may continue by law even when the list is quiet — flag it. Pavel’s list is silent on fees. Do: write “accrued before effective date.” Don’t: assume Finance can invoice because “they still owe us.”

What if last week’s redline moved the section numbers?

Insert one section and every later number shifts. A list that still says Section 8 now points at the wrong heading. Walk every cross-reference on the final PDF. Prefer number plus title.

Vaquill calls renumbered sections the most common miss. Clausul shows how one insert slides every later digit. Prefer “Section 12 (Limitation of Liability)” over a bare 12. In practice, Thursday’s DPA insert at 7 already broke Pavel’s list. Typical mistake: signing the redline without re-walking the list. Do: match heading plus number. Don’t: trust last week’s printout.

When do you close list, clock, and accrued rights?

You are done when the one-page log is filled and you can point to one missing row that would pause signature. That is the success bar: named list or catch-all, two clocks, indemnity, cap, accrued fees, expiry words, numbers matching. Then list, clock, or escalate.

Workflow: copy the list → named vs catch-all → two clocks → tick indemnity and cap → write accrued fees → walk numbers on the final PDF → list / clock / accrued rights. Escalate a bare catch-all, a dropped cap, or “caps always survive anyway.” If the question is how you leave, stop and open the termination-for-convenience review. After the log, upload the same PDF to Checkory document analysis for a first-pass — a machine scan that highlights survive, by their nature, and limitation of liability on that file. A human still opens every High flag — a high-severity hit a human must verify — then counsel — a qualified lawyer you instruct — if a row is missing. Verify the list before you sign.