1. What Is a Severity Clause?
2. Examples of a Severability Clause

Updated October 8,2020: 

A severability clause sample is something you should read before you include a severability provision in a contract. The enforceability of such a clause depends on its significance to the purpose of a contract, local and state laws, and other factors. If a severability provision is an essential part of a contract and cannot be deleted without altering the purpose of the agreement, it may cause the entire contract to be declared invalid. As such, it is important to make sure that your severity clause is properly drafted. This can be done by referring to a severity clause sample.

What Is a Severity Clause?

A severability clause refers to a contractual provision that describes the effect that an unenforceable part of a contract will have on an agreement. Depending on the alternatives available, a potentially invalid severability clause may be rewritten only if it does not address an “essential purpose” of a contract. In the event that a severability provision addresses an essential purpose, it cannot be rewritten and will cause the entire contract to be unenforceable.

In general, a severability clause consists of two parts:

  1. Savings language for preserving the rest of an agreement if a court decides that a certain part is unenforceable
  2. Reformation language stating how the contracting parties will modify the unenforceable parts or simply delete them

In certain jurisdictions, “severability” is a concept that applies to most contracts. Nonetheless, the courts in these jurisdictions are sometimes unable to delete certain clauses because they may be too essential to the purpose of a contract. If this happens, the entire contract may be declared invalid. As such, it is a good idea to include a severability provision in an agreement to show that the contracting parties are willing to delete unenforceable or illegal provisions and save the rest of the contract.

Examples of a Severability Clause

Sample 1

SEVERABILITY: The unenforceability or invalidity of any clause in this Agreement shall not have an impact on the enforceability or validity of any other clause. Any unenforceable or invalid clause shall be regarded as removed from this Agreement to the extent of its unenforceability and invalidity. Therefore, this Agreement shall be interpreted and enforced as if it did not contain the said clause to the extent of its unenforceability and invalidity.

Sample 2

SEVERABILITY: Unenforceability or invalidity of one or more clauses in this Agreement shall not have an effect on any other clause in this Agreement. If it is possible, any unenforceable or invalid clause in this Agreement shall be modified to show the original intention of the parties.

Sample 3

SEVERABILITY: If any clause, or portion of a clause, in this Agreement is considered invalid under the rule of law, it shall be regarded as stricken while the remainder of this Agreement shall continue to be in full effect.

Sample 4

SEVERABILITY: In the event that a court of competent jurisdiction finds any term or clause in this Agreement to be invalid, unenforceable, or illegal, the same will not have an impact on other terms or clauses in the Agreement or the entire Agreement. However, such a term or clause may be revised to the extent required according to the opinion of the court to render the Agreement enforceable or valid, and the rights and responsibilities of the parties shall be interpreted and enforced accordingly, so as to preserve their agreement and intent to the fullest possible extent.

Sample 5

  1. [John] and [Jane] intend to make this Agreement severable.
  2. If any clause, provision, section, sentence, or other portion of this Agreement is found to be inapplicable, invalid, void, unconstitutional, illegal, contrary to public policy, or unenforceable by law to any circumstance or person, [John] and [Jane] intend that the remainder of the Agreement will nonetheless continue to be in full effect, provided that the purpose of this Agreement is not impacted in a manner that is adverse to either party.
  3. In the event that any term or clause in this Agreement is regarded as inapplicable, invalid, void, unconstitutional, illegal, contrary to public policy, or unenforceable by law to any circumstance or person, [John] and [Jane] shall attempt to negotiate in good faith to revise the Agreement to impact its purpose in such a way that it will be as acceptable to both parties as possible.

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