Virginia Code 59.1-506.16: Termination; survival of obligations
(a) Except as otherwise provided in subsection (b), on termination all obligations that are still executory on both sides are discharged.
Terms Used In Virginia Code 59.1-506.16
- Agreement: means the bargain of the parties in fact as found in their language or by implication from other circumstances, including course of performance, course of dealing, and usage of trade as provided in this chapter. See Virginia Code 59.1-501.2
- Contractual use term: means an enforceable term that defines or limits the use, disclosure of, or access to licensed information or informational rights, including a term that defines the scope of a license. See Virginia Code 59.1-501.2
- Copy: means the medium on which information is fixed on a temporary or permanent basis and from which it can be perceived, reproduced, used, or communicated, either directly or with the aid of a machine or device. See Virginia Code 59.1-501.2
- Escrow: Money given to a third party to be held for payment until certain conditions are met.
- Information: means data, text, images, sounds, mask works, or computer programs, including collections and compilations of them. See Virginia Code 59.1-501.2
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Party: means a person that engages in a transaction or makes an agreement under this chapter. See Virginia Code 59.1-501.2
- Termination: means the ending of a contract by a party pursuant to a power created by agreement or law otherwise than because of breach of contract. See Virginia Code 59.1-501.2
(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.