united-states contract-law employment
What does this final section regarding the &quot;termination of the binding provisions&quot; in this contract mean?
<p>A company recently offered me a  great position as the head of their IT Security division.</p>

<p>The job being offered is contingent upon my signature signing a lengthy employment, NDA, Noncompete, contract that has a few questionable lines I could really use help in understanding them as normal English. </p>

<p>What does the following section from the employment contact mean in plain English:</p>

<blockquote>
  <p>Termination.<br>
  The binding provisions may be terminated by mutual written consent of the parties; Provided, however, that the termination of the Binding Provisions shall not affect the liability of a party for breach of any of the Binding Provisions prior to termination.</p>
</blockquote>

<p>Can this be explained in plain English to assist me in making my decision on whether or not to sign the contract?</p>

<blockquote>
  <p>Termination. The binding provisions may be terminated by mutual
  written consent of the parties; Provided, however, that the
  termination of the Binding Provisions shall not affect the liability
  of a party for breach of any of the Binding Provisions prior to
  termination.</p>
</blockquote>

<p>It basically says that you and the company can free each other from the contract or any part of it — by signing <em>another</em> agreement. This is limited though: if either of you have breached the original contract and become liable (e.g. one of you owes the other heaps of money for damages), then those liabilities will remain.</p>

<p>... which is nonsense of course — because you always can free each other from any liabilities to each other if you <em>both</em> want it.</p>

<blockquote>
  <p>The binding provisions may be terminated by mutual written consent of the parties</p>
</blockquote>

<p>This means that you and the company can let each other off the hook, if both of you agree. This is pretty meaningless, since that is naturally something that's possible.</p>

<blockquote>
  <p>Provided, however, that the termination of the Binding Provisions shall not affect the liability of a party for breach of any of the Binding Provisions prior to termination.</p>
</blockquote>

<p>If both you and the company agree to let each other off the hook, you are letting each other off the hook for things you do <em>afterwards</em>. If you do something that violates the contract, and then <em>later</em> get the company to terminate the provisions, you're still on the hook for what you did before the company agreed to the termination. This, again, is literally meaningless; any provision can be modified with mutual consent, so if you and the company wanted to release each other for things done before the release, you can still do that. However, it does have the effect of making this the default. So if you and the company agree to a release, and the release does not specify whether it applies to past acts, then the company can point to this provision to say that the release does not apply to past acts.</p>

<p>So this part of the contract isn't important so much for your decision now whether to sign the contract, but if the contract is ever terminated, this part of the contract will be important to keep in mind in interpreting what that termination means.</p>

<p>BTW, you mentioned a noncompete clause. You might want to look into whether that's enforceable in your jurisdiction. Many places have laws or court rulings limiting the enforceability of such provisions.</p>
