Severability clause: Copy, customize, and use instantly
Introduction
A severability clause ensures that if one part of a contract is found to be invalid or unenforceable, the rest of the agreement remains intact. This clause protects the overall contract by allowing it to continue functioning even if a specific provision is removed. It’s essential for reducing risk and ensuring stability in contractual relationships.
Below are severability clause templates tailored for various needs. Copy the one you need, customise it, and include it in your contract.
Neutral severability clause
This standard clause ensures the rest of the contract remains enforceable if any part is deemed invalid.
If any provision of this agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
Severability with reformation clause
This clause allows the invalid provision to be modified to make it enforceable.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the extent necessary to make it enforceable. The remaining provisions shall remain in full force and effect.
Severability with exception clause
This clause excludes specific provisions from severability, ensuring they remain critical to the agreement.
If any provision of this agreement, other than [insert specific provision, e.g., “Section 10: Confidentiality”], is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. If [insert specific provision] is deemed unenforceable, this agreement shall terminate immediately.
Severability with mutual intent clause
This clause ensures the parties’ original intent is preserved if a provision is removed or modified.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, such provision shall be severed or modified in a manner that preserves the original intent of the parties as closely as possible. The remaining provisions shall remain in full force and effect.
Severability with governing law clause
This clause ties the severability analysis to a specific jurisdiction’s laws.
If any provision of this agreement is found to be invalid, illegal, or unenforceable under the laws of [insert jurisdiction], such provision shall be severed or modified in accordance with those laws. The remaining provisions shall remain in full force and effect.
Severability with no material impact clause
This clause specifies that the contract remains enforceable unless the invalid provision materially affects the agreement.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect unless the invalid provision materially affects the purpose or performance of the agreement.
Severability with survival clause
This clause ensures certain provisions continue to apply even if others are removed.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Provisions intended to survive termination, such as [insert specific provisions, e.g., “Confidentiality” and “Indemnification”], shall remain enforceable.
Severability for multi-jurisdictional agreements clause
This clause applies severability across multiple jurisdictions, ensuring the agreement adapts to local laws.
If any provision of this agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of the remaining provisions in that jurisdiction or any other jurisdiction.
Severability with fallback clause
This clause allows for the replacement of an invalid provision with a mutually agreed alternative.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the parties agree to replace the invalid provision with a valid and enforceable provision that most closely reflects their original intent. The remaining provisions shall remain in full force and effect.
Severability with time-sensitive clause
This clause sets a timeframe for resolving issues with invalid provisions.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the parties agree to negotiate in good faith to amend or replace the provision within [insert timeframe, e.g., “30 days”]. The remaining provisions shall remain in full force and effect during this period.
Severability with proportional adjustment clause
This clause allows the invalid provision to be adjusted proportionally to maintain fairness between the parties.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, such provision shall be adjusted proportionally to the minimum extent necessary to make it enforceable while preserving the balance of rights and obligations between the parties. The remaining provisions shall remain in full force and effect.
Severability with conditional enforceability clause
This clause permits an invalid provision to be enforceable if certain conditions are met.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, it shall nonetheless be enforceable if the invalidity or unenforceability can be remedied by satisfying a condition imposed by a court of competent jurisdiction. The remaining provisions shall remain in full force and effect.
Severability for industry-specific contracts clause
This clause accounts for industry regulations when severing or modifying provisions.
If any provision of this agreement is found to be invalid, illegal, or unenforceable under applicable [insert industry, e.g., “healthcare”] regulations, such provision shall be severed or modified to the extent necessary to comply with those regulations. The remaining provisions shall remain in full force and effect.
Severability with liability allocation clause
This clause preserves liability-related provisions even if other parts of the agreement are invalidated.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Provisions relating to liability, indemnification, or limitation of damages shall continue to apply without modification.
Severability with context preservation clause
This clause ensures the removal of a provision does not alter the context of the remaining agreement.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, it shall be severed without altering the overall context or intent of the agreement. The remaining provisions shall remain in full force and effect.
Severability for non-compete agreements clause
This clause allows overly broad non-compete provisions to be narrowed rather than invalidated.
If any provision of this agreement, including non-compete or restrictive covenant terms, is found to be invalid, illegal, or unenforceable, such provision shall be modified to the extent necessary to make it enforceable. The remaining provisions shall remain in full force and effect.
Severability with mutual review clause
This clause allows parties to mutually review and renegotiate invalid provisions.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the parties agree to review and renegotiate the provision in good faith. The remaining provisions shall remain in full force and effect during this process.
Severability with materiality determination clause
This clause specifies that the enforceability of the agreement depends on whether the invalid provision is material.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect unless the invalid provision is deemed material to the agreement’s purpose. In such a case, the parties shall negotiate a replacement provision in good faith.
Severability for partial invalidity clause
This clause ensures that only the invalid portion of a provision is removed, leaving the rest intact.
If any part of a provision of this agreement is found to be invalid, illegal, or unenforceable, only the invalid part shall be severed, and the remaining parts of the provision shall remain in full force and effect. The rest of the agreement shall not be affected.
Severability with arbitration exclusion clause
This clause excludes arbitration provisions from severability, ensuring they are either valid as written or unenforceable entirely.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. However, provisions relating to arbitration shall not be severed or modified and shall be either fully enforceable as written or void in their entirety.
Severability with default fallback clause
This clause specifies that an invalid provision is replaced by a default rule under applicable law.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, such provision shall be replaced by the applicable default rule under the laws of [insert jurisdiction]. The remaining provisions shall remain in full force and effect.
Severability for severed agreements clause
This clause ensures that invalid provisions in related agreements do not affect the main contract.
If any provision of this agreement, or any related agreement referenced herein, is found to be invalid, illegal, or unenforceable, the remaining provisions of this agreement shall remain in full force and effect, and the invalid provision shall only affect the related agreement.
Severability with intent override clause
This clause emphasizes the parties’ intent as a priority over strict enforceability.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the parties agree that such provision shall be modified or interpreted in a manner that most closely aligns with their original intent. The remaining provisions shall remain in full force and effect.
Severability for regulatory compliance clause
This clause applies to agreements that must adapt to changing regulations.
If any provision of this agreement becomes invalid, illegal, or unenforceable due to changes in applicable regulations or laws, such provision shall be modified or severed as necessary to comply with the new regulations, without affecting the enforceability of the remaining provisions.
Severability with non-delegation clause
This clause makes sure that if a part of the contract is removed, neither party can replace it with new terms on their own. Both parties must agree to any changes.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, such provision shall be severed or modified as necessary. However, no party may unilaterally impose a replacement provision without the written consent of the other party. The remaining provisions shall remain in full force and effect.
Severability for interdependent provisions clause
This clause ensures that if one clause is removed, any closely related provisions tied to it will also be removed. It’s useful for keeping the contract logical and consistent.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, any interdependent provisions expressly linked to the invalid provision shall also be severed. The remaining provisions shall remain in full force and effect.
Severability with fixed scope clause
This clause limits severability to only the provisions directly related to the invalid part. The rest of the agreement stays unaffected.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, only those provisions directly affecting enforceability shall be severed or modified. All unrelated provisions shall remain in full force and effect.
Severability with conditional enforcement clause
This clause makes an invalid provision enforceable if certain conditions are met, ensuring flexibility without compromising enforceability.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, it shall nonetheless be enforceable if the invalidity or unenforceability can be remedied by satisfying a condition imposed by a court of competent jurisdiction. The remaining provisions shall remain in full force and effect.
Severability for future regulatory changes clause
This clause is designed for agreements that may be impacted by new regulations, ensuring the contract adapts to comply without disruption.
If any provision of this agreement becomes invalid, illegal, or unenforceable due to changes in applicable regulations or laws, such provision shall be modified or severed as necessary to comply with those regulations. The remaining provisions shall remain in full force and effect.
Severability with retroactive validity clause
This clause ensures that a previously invalid provision becomes enforceable if a change in law makes it valid later.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, but a subsequent change in applicable law renders it valid, such provision shall be deemed enforceable from the date of the change. The remaining provisions shall remain in full force and effect.
Severability with phased enforcement clause
This clause allows for invalid provisions to be enforced gradually or with adjustments over time.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the parties agree to implement a phased enforcement process to adjust the provision as necessary over a [specified time period]. The remaining provisions shall remain in full force and effect.
Severability for subsidiary agreements clause
This clause ensures that invalid provisions in the main agreement do not affect associated or subsidiary agreements.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, such invalidity shall not affect the enforceability of any subsidiary or related agreements, which shall remain in full force and effect.
Severability with jurisdictional scope clause
This clause addresses severability across multiple legal jurisdictions and adapts provisions accordingly.
If any provision of this agreement is found to be invalid, illegal, or unenforceable in one jurisdiction, it shall be deemed modified or severed only within that jurisdiction. The provision shall remain valid and enforceable in all other jurisdictions where permitted by law.
Severability for overlapping clauses clause
This clause ensures that if one clause overlaps with another, the invalid portion does not undermine the valid one.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, such invalidity shall not affect overlapping or related provisions, which shall remain in full force and effect to the extent they are independent of the invalid provision.
Severability with legislative compliance clause
This clause is specifically designed for agreements subject to rapidly changing laws.
If any provision of this agreement is found to be invalid, illegal, or unenforceable due to changes in legislation, such provision shall automatically adjust to comply with the applicable laws while maintaining the parties’ original intent. The remaining provisions shall remain in full force and effect.
Severability with redundancy prevention clause
This clause ensures the severance of one provision does not render other provisions redundant.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and be interpreted in a way that prevents redundancy or inconsistency with the severed provision.
Severability with specific carve-out clause
This clause excludes certain sections of the agreement from being severable, ensuring their critical importance.
If any provision of this agreement, except for [insert specific sections], is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. If the excluded sections are deemed unenforceable, this agreement shall terminate immediately.
Severability with contingency planning clause
This clause anticipates severability issues and outlines a pre-agreed contingency plan.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the parties agree to implement the contingency plan outlined in [insert appendix or section] to address the issue. The remaining provisions shall remain in full force and effect.
Severability for performance obligations clause
This clause specifies how severability impacts ongoing performance obligations under the agreement.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, such invalidity shall not affect the parties’ obligations to perform under the remaining terms of the agreement, which shall remain in full force and effect.
Severability with equitable adjustment clause
This clause allows the invalid provision to be replaced with a term that ensures fairness between the parties.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, such provision shall be replaced by an equitable adjustment that preserves the rights and obligations of both parties. The remaining provisions shall remain in full force and effect.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.