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Severability clause: meaning and sample wording
A severability clause says that if one part of the contract is invalid or unenforceable, the rest of the contract still stands, and the invalid part is trimmed or removed.
When to use it
Standard in commercial and employment contracts, and particularly useful where a clause, such as a restrictive covenant, might be found too wide.
Sample severability clause
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
What to check
- Modify or deleteSome courts will cut an over-wide clause down ("blue pencil"), but many will only delete words, not rewrite them. Draft restrictions so that deleting a part still leaves sense.
- It cannot save everythingIf the invalid part goes to the heart of the deal, a court may treat the whole contract as unenforceable.
- Separate restrictionsWriting restrictive covenants as separate obligations makes it easier to strike out one without losing all of them.
Questions
Will a severability clause save an unenforceable non-compete?
Sometimes. Some US states let courts narrow an unreasonable non-compete; others strike it out entirely; English courts will only delete words and will not rewrite the clause.
Is a severability clause necessary?
Courts often sever invalid terms anyway, but the clause makes the parties' intention clear and costs nothing to include.
Can I use this sample wording as it is?
It is a general starting point. Contract law differs between countries and states, and the right wording depends on the deal, so have it reviewed before you rely on it.
Free templates that use it
- Service agreement
- Independent contractor agreement
- Loan agreement
- Partnership agreement
- Sales commission agreement
- General release
- Residential lease agreement
- Employee NDA
- Contractor NDA
- NDA for selling a business
- Non-solicitation agreement
- Employment agreement
- Liability waiver
- Hold harmless agreement
- Non-compete agreement
Related clauses
- Notices clause
- Entire agreement clause
- Assignment clause
- Amendment clause
- Waiver clause
- Counterparts and electronic signature clause
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This page is general information, not legal advice. Laws differ between countries and states; have wording reviewed for your situation before you rely on it.