Continuing obligations clause: Copy, customize, and use instantly
Introduction
A continuing obligations clause outlines certain responsibilities or commitments that remain in effect after the termination or expiration of a contract. These obligations may include confidentiality, non-compete, intellectual property rights, or indemnification, ensuring that specific duties are upheld beyond the duration of the agreement. This clause helps to protect the interests of the parties involved and maintain compliance even after the contract has ended.
Below are templates for continuing obligations clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard continuing obligations clause
This version provides a general framework for continuing obligations.
Notwithstanding the termination or expiration of this Agreement, the Parties agree that the following obligations shall survive and remain in full force and effect: confidentiality, non-compete, intellectual property rights, and any other provisions expressly designated as surviving termination. These obligations will continue for a period of [X] years after the termination or expiration of this Agreement.
Continuing obligations clause with confidentiality provisions
This clause emphasizes confidentiality after the contract ends.
The Parties agree that the confidentiality obligations set forth in this Agreement shall continue after the termination or expiration of this Agreement. The obligation to maintain confidentiality shall remain in effect for [X] years, or until the confidential information no longer qualifies as confidential under applicable law, whichever is earlier.
Continuing obligations clause with non-compete provisions
This version includes non-compete obligations.
The employee agrees that the non-compete provisions outlined in Section [X] of this Agreement will continue to apply for [X] years following the termination or expiration of this Agreement. During this period, the employee shall not engage in any competing business activities within the designated geographic region.
Continuing obligations clause with indemnification provisions
This clause includes indemnification obligations after termination.
The indemnification obligations set forth in Section [X] shall survive the termination or expiration of this Agreement. The indemnifying Party shall continue to defend, indemnify, and hold harmless the indemnified Party for any claims, damages, or liabilities arising from acts or omissions occurring during the term of this Agreement, even after its termination.
Continuing obligations clause with provision for intellectual property rights
This version ensures the continuation of intellectual property rights.
The Parties agree that all intellectual property rights and licenses granted under this Agreement shall continue in full force and effect after its termination. The employee agrees to promptly assign to the company any inventions or works created during the term of this Agreement, even after its expiration or termination.
Continuing obligations clause with provision for non-disclosure of trade secrets
This version focuses on the non-disclosure of trade secrets.
Notwithstanding the termination of this Agreement, the employee shall continue to hold in confidence and not disclose or use any trade secrets, proprietary information, or confidential business information of the company, for a period of [X] years following termination.
Continuing obligations clause with provision for non-solicitation of clients
This clause includes non-solicitation of clients post-termination.
The employee agrees that, for [X] years following the termination of this Agreement, they will not solicit, directly or indirectly, any clients or customers of the company for the purpose of providing competitive services or products.
Continuing obligations clause with provision for post-termination cooperation
This version ensures cooperation after termination.
Following the termination of this Agreement, the employee agrees to cooperate with the company for a period of [X] months in connection with the transition of work, including providing assistance in winding up ongoing projects, transferring client relationships, or assisting with the return of company property.
Continuing obligations clause with provision for indemnification post-termination
This clause includes post-termination indemnification.
The indemnification obligations under this Agreement shall survive the termination of the Agreement, and the indemnifying Party will continue to hold harmless and indemnify the other Party for any claims arising from actions that took place during the term of the Agreement.
Continuing obligations clause with provision for return of company property
This version requires the return of company property post-termination.
Upon termination or expiration of this Agreement, the employee agrees to return all company property, including documents, equipment, and intellectual property, and to certify that all copies of confidential information have been returned or destroyed.
Continuing obligations clause with provision for confidentiality of client lists
This clause focuses on confidentiality of client lists.
The employee agrees that, for a period of [X] years following the termination of this Agreement, they will not disclose, copy, or use the company’s client lists, business relationships, or other confidential information for personal gain or for the benefit of any competing business.
Continuing obligations clause with provision for non-circumvention
This version includes non-circumvention obligations.
The employee agrees that, for [X] years after the termination of this Agreement, they shall not circumvent the company by directly or indirectly engaging with the company’s business partners, suppliers, or clients in a manner that would harm or compete with the company’s interests.
Continuing obligations clause with provision for enforcement of non-compete
This version enforces non-compete obligations post-termination.
In the event that the employee breaches the non-compete provisions of this Agreement after its termination, the employee agrees to immediately cease any competitive activities and reimburse the company for any damages caused by the violation, including legal fees.
Continuing obligations clause with provision for assistance with litigation
This clause provides for assistance in case of litigation.
Following termination of this Agreement, the employee agrees to cooperate with the company and provide assistance in any litigation or investigation concerning matters arising during the term of the Agreement, including providing testimony or documents as necessary.
Continuing obligations clause with provision for continued payments
This version includes continued payments.
The company agrees to continue payments for any obligations that were accrued during the term of this Agreement, including bonuses or commissions that have been earned but not yet paid, in accordance with the terms of the Agreement.
Continuing obligations clause with provision for protection of confidential data
This clause focuses on the protection of confidential data.
The employee agrees that, after termination, they shall not retain, use, or disclose any confidential data of the company, including customer data, proprietary technology, or business processes, and will immediately return or delete any such data from their personal or company-owned devices.
Continuing obligations clause with provision for continued stock options vesting
This version allows for continued stock options vesting.
Upon termination of this Agreement, the employee’s stock options will continue to vest according to the schedule set forth in the stock option agreement, provided the employee meets the eligibility requirements outlined therein.
Continuing obligations clause with provision for post-termination notification
This clause requires post-termination notification.
The employee agrees to notify the company within [X] days of any employment or business activity that could potentially conflict with the continuing obligations of this Agreement, including engaging in competitive activities or soliciting company clients.
Continuing obligations clause with provision for non-competition during transition period
This version includes non-competition during the transition period.
For a period of [X] months following the termination of this Agreement, the employee agrees not to engage in any business or employment activities that directly compete with the company, while assisting with the transition of duties and responsibilities.
Continuing obligations clause with provision for continued compliance with legal requirements
This clause ensures continued compliance with legal obligations.
Following termination, the employee agrees to remain in compliance with all applicable laws and regulations that apply to their activities or conduct during the term of the Agreement, including any regulatory obligations related to data protection, financial transactions, or industry standards.
Continuing obligations clause with provision for protection of goodwill
This version focuses on the protection of goodwill.
The employee agrees to refrain from any actions that could harm the goodwill, reputation, or brand image of the company after the termination of this Agreement. This includes not making disparaging comments or engaging in activities that would negatively affect the company's public image.
Continuing obligations clause with provision for non-solicitation of employees
This clause includes non-solicitation of employees.
For a period of [X] years following termination of this Agreement, the employee agrees not to solicit, recruit, or hire any employees of the company for the purpose of engaging in any business that competes with [Company Name].
Continuing obligations clause with provision for protection of proprietary information
This version focuses on proprietary information protection.
The employee agrees that all proprietary information belonging to the company, including inventions, patents, trade secrets, and business plans, shall remain the property of the company, and the employee will not use or disclose such information after the termination of this Agreement.
Continuing obligations clause with provision for continued access to company systems
This version includes continued access to company systems.
The employee agrees that, following termination of this Agreement, they will not retain or use any access credentials, systems, or software provided by the company unless otherwise authorized by [Company Name] in writing for the purpose of fulfilling any continuing obligations.
Continuing obligations clause with provision for non-disclosure of company strategies
This version ensures non-disclosure of company strategies.
After termination of this Agreement, the employee agrees not to disclose, share, or use any company strategies, marketing plans, or business approaches that were developed during the course of their employment. This obligation shall continue for [X] years post-termination.
Continuing obligations clause with provision for confidentiality of financial information
This version includes confidentiality of financial information.
The employee agrees to maintain the confidentiality of all financial information, including revenue reports, client billing details, and financial forecasts, even after the termination of this Agreement. This confidentiality obligation remains in effect for [X] years.
Continuing obligations clause with provision for non-solicitation of vendors
This clause focuses on non-solicitation of vendors.
For a period of [X] years following termination of this Agreement, the employee agrees not to solicit or engage any of [Company Name]'s vendors, suppliers, or partners to provide services or products in direct competition with the company’s offerings.
Continuing obligations clause with provision for returning all company data
This version addresses returning all company data.
Upon termination, the employee agrees to promptly return or destroy all physical and digital data belonging to [Company Name], including documents, emails, software, and any other proprietary materials, in their possession, and certify in writing that all data has been returned or deleted.
Continuing obligations clause with provision for continued indemnification
This clause ensures continued indemnification.
The indemnification obligations outlined in this Agreement shall survive its termination. The employee agrees to continue to indemnify [Company Name] against any claims or liabilities arising from actions or omissions that occurred during the term of this Agreement, even after its expiration.
Continuing obligations clause with provision for protection of customer information
This version addresses the protection of customer information.
The employee agrees that all customer data obtained during the term of this Agreement, including contact details, purchase history, and any personal data, shall be kept confidential and will not be used or disclosed after termination, except as required by law.
Continuing obligations clause with provision for notification of potential conflicts
This version requires notification of potential conflicts.
The employee agrees to notify [Company Name] within [X] days if they become aware of any potential conflicts of interest or any business activity that may interfere with their continuing obligations under this Agreement after termination.
Continuing obligations clause with provision for adherence to post-termination non-compete
This clause addresses adherence to non-compete after termination.
The employee agrees to adhere to the non-compete provisions as set forth in this Agreement for a period of [X] years following the termination of employment. During this period, the employee shall refrain from engaging in any business activities that directly compete with [Company Name].
Continuing obligations clause with provision for return of confidential documents
This version specifically addresses the return of confidential documents.
The employee agrees to return all confidential documents and any other materials related to the company’s operations, intellectual property, and business strategies upon termination. These documents shall not be retained by the employee in any form, physical or electronic.
Continuing obligations clause with provision for protecting intellectual property rights
This clause ensures protection of intellectual property rights.
The employee agrees that all intellectual property, including inventions, patents, designs, and trademarks developed during the course of employment, remains the property of [Company Name], and the employee will not use or disclose such intellectual property following termination.
Continuing obligations clause with provision for continued non-disclosure after restructuring
This version includes provisions for non-disclosure during restructuring.
In the event of a company restructuring, the employee agrees that all confidentiality obligations will remain in full force and effect, particularly with regard to any sensitive business, financial, or client information that could be affected by the restructuring.
Continuing obligations clause with provision for support in post-termination litigation
This clause includes support in post-termination litigation.
The employee agrees to assist [Company Name] in any litigation or legal action related to the performance or breach of this Agreement, including providing testimony, documents, or other evidence necessary for the company’s defense, even after the termination of the Agreement.
Continuing obligations clause with provision for notification of external business relationships
This version requires notification of external business relationships.
The employee agrees to notify [Company Name] if they engage in any business or employment relationships with third parties that may conflict with the company’s interests, both during the term of the Agreement and for [X] years after its termination.
Continuing obligations clause with provision for post-termination benefits
This clause includes continued benefits after termination.
The employee agrees to continue to receive post-termination benefits, including any vesting of stock options or bonuses as outlined in the applicable benefit plan or agreement, even if the Agreement is terminated by either party.
Continuing obligations clause with provision for continued legal compliance
This version focuses on legal compliance after termination.
Following the termination of this Agreement, the employee agrees to continue to comply with all relevant legal and regulatory requirements, including but not limited to tax, confidentiality, and data protection obligations, as required under applicable law.
Continuing obligations clause with provision for returning company-owned software
This clause requires the return of software.
Upon termination, the employee agrees to return all software provided by [Company Name], including licenses, keys, and access credentials, and to certify that no copies of such software remain in the employee’s possession or control.
Continuing obligations clause with provision for post-termination advisory services
This version provides for post-termination advisory services.
The employee agrees to provide advisory services to [Company Name] for a period of [X] months after termination, as reasonably requested by the company. These services will be compensated at the agreed-upon rate and may include assistance with transition, training, or strategic planning.
Continuing obligations clause with provision for confidentiality of trade secrets
This version ensures confidentiality of trade secrets.
The employee agrees that, even after the termination of this Agreement, they will not disclose, use, or transfer any trade secrets or proprietary information related to [Company Name] and will take reasonable steps to ensure the protection of such information.
Continuing obligations clause with provision for post-termination restriction on business solicitations
This clause addresses post-termination restrictions on business solicitations.
For a period of [X] years following the termination of this Agreement, the employee agrees not to solicit business from any of [Company Name]’s current clients or prospective clients that were actively engaged during the term of employment.
Continuing obligations clause with provision for continued non-compete
This version reinforces the non-compete after termination.
The employee agrees that for a period of [X] years after the termination of this Agreement, they will not participate in any business activities that directly compete with [Company Name], including the development or sale of similar products or services within the designated geographic region.
Continuing obligations clause with provision for non-disclosure of strategic plans
This version ensures non-disclosure of strategic plans.
The employee agrees to maintain the confidentiality of [Company Name]’s strategic plans, including any upcoming product launches, business partnerships, or market expansions, for a period of [X] years following the termination of this Agreement.
Continuing obligations clause with provision for post-termination dispute resolution
This clause includes dispute resolution after termination.
In the event of any disputes arising from the termination of this Agreement, the employee agrees to participate in alternative dispute resolution procedures, including mediation or arbitration, to resolve any ongoing issues that arise post-termination.
Continuing obligations clause with provision for non-solicitation of key personnel
This version focuses on non-solicitation of key personnel.
For a period of [X] years following the termination of this Agreement, the employee agrees not to solicit or attempt to hire any of [Company Name]’s key employees or contractors who were actively involved in the company’s operations during the term of the Agreement.
Continuing obligations clause with provision for protection of proprietary materials
This clause ensures the protection of proprietary materials.
Upon termination of this Agreement, the employee agrees to return all proprietary materials, including blueprints, documents, and physical prototypes, and will not retain copies of these materials. The employee further agrees not to use any proprietary materials for personal or business use.
Continuing obligations clause with provision for further support in transition
This version includes support during transition.
The employee agrees to provide additional support in the transition of their role, including assisting in the handover of key responsibilities, customer relationships, and ongoing projects. This obligation will continue for up to [X] months after the termination of the Agreement.
Continuing obligations clause with provision for maintaining confidentiality in legal proceedings
This clause ensures confidentiality during legal proceedings.
The employee agrees to maintain confidentiality regarding any company-related information disclosed during legal proceedings, unless legally compelled to disclose such information. This obligation shall continue indefinitely following the termination of this Agreement.
Continuing obligations clause with provision for restriction on using company assets
This version includes restrictions on using company assets.
Following termination, the employee agrees not to use any company assets, including intellectual property, trademarks, or client data, for any personal or professional activities, and will ensure that all assets are returned to the company.
Continuing obligations clause with provision for protection of trade secrets for extended period
This version extends the protection of trade secrets.
The employee agrees that all trade secrets of [Company Name], including proprietary algorithms, formulas, and processes, will remain confidential for a period of [X] years after termination, even after the expiration of the Agreement, and will not be disclosed or used for personal or third-party gain.
Continuing obligations clause with provision for protection of client relationships
This clause ensures protection of client relationships.
The employee agrees that, for [X] years following the termination of this Agreement, they will not contact or attempt to engage with [Company Name]’s clients, customers, or business partners, for any purpose that would interfere with the company’s ongoing business relationships.
Continuing obligations clause with provision for non-disclosure of financial information
This version addresses non-disclosure of financial information.
The employee agrees that for a period of [X] years after the termination of this Agreement, they will not disclose any confidential financial information related to [Company Name], including financial statements, funding sources, or valuation data, to any third party.
Continuing obligations clause with provision for protection of marketing strategies
This clause ensures the protection of marketing strategies.
The employee agrees to keep all of [Company Name]’s marketing strategies, plans, and tactics confidential after termination of this Agreement and will not use, disclose, or share this information for personal or business purposes, either directly or indirectly.
Continuing obligations clause with provision for post-termination duty of care
This version imposes a duty of care after termination.
Following termination of this Agreement, the employee agrees to maintain a duty of care in handling any remaining company assets or proprietary information. This includes ensuring that any digital or physical company property is properly protected and safeguarded until returned to [Company Name].
Continuing obligations clause with provision for non-solicitation of investors
This version addresses non-solicitation of investors.
For a period of [X] years after the termination of this Agreement, the employee agrees not to solicit investments from any of [Company Name]’s investors or venture partners for competing business ventures or to divert investments to a competing enterprise.
Continuing obligations clause with provision for regulatory compliance
This clause ensures continued regulatory compliance.
The employee agrees that, following termination, they will continue to comply with any relevant regulatory requirements concerning the confidentiality, handling, or processing of sensitive information that they were privy to during the course of their employment with [Company Name].
Continuing obligations clause with provision for financial settlements post-termination
This version involves post-termination financial settlements.
The employee agrees that any outstanding financial settlements, including bonuses or stock options, will be paid according to the terms of the Agreement and will remain subject to the continuing obligations outlined in this Agreement, including the duty of confidentiality and non-compete.
Continuing obligations clause with provision for access to company records after termination
This clause provides access to records post-termination.
Upon reasonable request, the employee agrees to provide access to company records or provide information related to the employee’s tenure at the company, should it be needed for legal, audit, or regulatory purposes, for up to [X] years following the termination of this Agreement.
Continuing obligations clause with provision for return of intellectual property rights
This version ensures the return of intellectual property rights.
Upon termination of this Agreement, the employee agrees to assign to [Company Name] any intellectual property rights to inventions, designs, or works created during the term of employment, and agrees to assist with the filing of any necessary patents or registrations required for such intellectual property.
Continuing obligations clause with provision for post-termination audit cooperation
This version includes post-termination audit cooperation.
The employee agrees to cooperate with any audit or investigation initiated by [Company Name] post-termination, including providing records, documentation, or testimony related to their activities while employed by the company.
Continuing obligations clause with provision for limitations on future employment
This clause includes limitations on future employment.
Following the termination of this Agreement, the employee agrees not to accept any employment or engage in any business activity that directly competes with [Company Name] in the same industry for a period of [X] years, or within [X] miles of any geographic area where the company operates.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.