Question about a 'survival of obligations' clause in a software dev deal

My accountant, who used to be a corporate lawyer, said the phrase 'survival of obligations' in my last contract was a red flag because it can keep me on the hook for indemnity claims forever, so I'm asking what's a fair time limit to ask for instead, like 2 years after the project ends?

4 comments

4 Comments

ryanj102mo ago

Yeah, your accountant is spot on. I got burned by that exact wording early in my career. A client came after me three years later for a bug that was really their own server issue, but the contract language kept me liable. Two years after the final payment or project end is totally fair to ask for, that's become the standard I push for now. Anything longer and you're basically giving them an insurance policy on your dime forever.

the_daniel2mo ago

An insurance policy on your dime forever" feels like a stretch though. Most clients aren't out to get you years later over nothing. I mean, a fair limit makes sense, but calling it an endless risk seems over the top.

dylancarr2mo ago

Honestly I felt the same way as @the_daniel for a long time. Then a single bad client showed me how wrong I was. They waited almost four years to claim a feature they asked for was broken, and my old contract had no time limit. It wasn't about a real problem, it was a shakedown. That's why a clear cutoff, like two years, isn't about being unfair. It's about stopping someone from holding a vague threat over your head forever.

brian_hart23d ago

Yeah @dylancarr nailed it. That four year shakedown is exactly why we need hard limits.

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