Post-Breach Continuation Clause Samples
The Post-Breach Continuation clause defines the terms under which certain obligations or rights of the parties will remain in effect even after a breach of contract has occurred. Typically, this clause specifies which provisions—such as confidentiality, indemnification, or dispute resolution—will survive the termination or expiration of the agreement due to a breach. By doing so, it ensures that critical protections and responsibilities continue to apply, thereby safeguarding the interests of the parties and providing clarity on ongoing obligations after a contractual breakdown.
Post-Breach Continuation. In the event TAIHO has the right to terminate this Agreement under Section 10.2(a)(i) above because of Arcus’ uncured material breach of this Agreement, then subject to Section 12.2 below, as an alternative to exercising its right to terminate this Agreement in its entirety or with respect to the Arcus Program to which such uncured material breach relates, TAIHO may in its discretion elect to continue this Agreement (“Post-Breach Continuation”) by providing written notice of such election to Arcus. Following delivery of such notice, with respect only to the Arcus Program to which such uncured material breach relates, unless Arcus has failed to cure material breaches with respect to [***] or more Arcus Programs, in which case with respect to this Agreement in its entirety, unless an alternative arrangement is agreed in writing by the Parties within [***] days following Arcus’ request to TAIHO to discuss alternative arrangements to subsections (i) through (iv) below, which discussions will be held by both Parties in good faith considering the type and scope of Arcus’ uncured material breach and which request by Arcus must be made within [***] following delivery of the Post-Breach Continuation notice from TAIHO: [***] Except as expressly set forth above, in the case of a Post-Breach Continuation, the terms and conditions of this Agreement shall otherwise remain in effect.