CODE OF VIRGINIA

TERMINATION; SURVIVAL OF OBLIGATIONS (§ 59.1-506.16)

a. Except as otherwise provided in subsection (b), on termination all
obligations that are still executory on both sides are discharged.

b. The following survive termination:

   1. a right based on previous breach or performance of the contract;

   2. an obligation of confidentiality, nondisclosure, or noncompetition to the
   extent enforceable under other law;

   3. a contractual use term applicable to any licensed copy or information
   received from the other party, or copies made of it, which are not returned or
   returnable to the other party;

   4. an obligation to deliver, or dispose of information, materials,
   documentation, copies, records, or the like to the other party, an obligation
   to destroy copies, or a right to obtain information from an escrow agent;

   5. a choice of law or forum;

   6. an obligation to arbitrate or otherwise resolve disputes by alternative
   dispute resolution procedures;

   7. a term limiting the time for commencing an action or for giving notice;

   8. an indemnity term or a right related to a claim of a type described in
   § 59.1-508.5 (d) (1);

   9. a limitation of remedy or modification or disclaimer of warranty;

   10. an obligation to provide an accounting and make any payment due under the
   accounting; and

   11. any term that the agreement provides will survive.

HISTORY: 2000, cc. 101, 996.