Severability

Definition of Severability

A severability clause ensures that if one provision of a contract is deemed invalid or unenforceable by a court, the remainder of the agreement remains intact. This prevents an entire contract from being voided due to a single problematic clause.

Severability is a standard inclusion in most commercial contracts, providing stability and predictability for both parties.

Why Severability Matters

Without a severability clause, an invalid term—like an overly broad non-compete—could render the entire contract unenforceable. This simple clause safeguards the overall intent and continuity of the agreement, preserving enforceable rights and obligations.

It supports:

• Contract resilience in the face of changing laws
• Fair enforcement of valid terms
• Reduced legal exposure in disputes

Best Practices for Severability

1. Place the clause near boilerplate terms (e.g., governing law or assignment).
2. Specify that only the invalid portion is affected.
3. Allow replacement with a valid, similar term where possible.
4. Review for jurisdictional requirements.
5. Keep the clause clear and concise to avoid ambiguity.

Example of Severability in Practice

A court invalidates a non-compete clause for being overly restrictive, but the severability provision ensures the remaining terms—like confidentiality and payment—remain enforceable.