What Does “Severability” Mean in a Contract?
A provision stating that if one part of the contract is invalid, the rest remains enforceable.
Detailed Explanation
Severability clauses protect the contract if a court finds one provision unenforceable. Without severability, one bad clause might void the entire agreement. With it, the invalid part is removed while the rest continues.
Courts may also modify the offending clause to make it enforceable (called "blue penciling"). For example, a court might reduce an overly long non-compete period rather than throw it out entirely.
Example in a Contract
“If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith a replacement provision that most closely reflects the original intent.”
Why It Matters
Severability provides a safety net - one unenforceable clause won't kill the whole contract. But it also means the rest of the contract survives even if something you disliked is struck down.
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