Severability Clause

A severability clause is a contract provision that ensures the rest of an agreement remains enforceable even if one part is found invalid, illegal or unenforceable. It prevents an entire contract from falling apart because of a single problematic provision.

How It Works

A severability clause states that if a court or regulator determines a specific provision can't be enforced, the remaining provisions stay in effect.

Many severability clauses go further. They allow invalid provisions to be modified or reinterpreted in a way that makes them enforceable while keeping the parties' original intent intact.

You'll find this clause in commercial contracts, employment agreements, service agreements and plenty of other legal documents.

Why Legal & CLM Teams Should Care

Contracts have a lot of moving parts. They cover different legal issues and commercial terms across multiple sections. If one provision gets challenged or ruled unenforceable, you want the rest of the deal to survive.

A severability clause protects the overall agreement. It reduces the risk that one bad provision takes down everything else.

For legal teams, it's an important safeguard. It helps keep contracts stable and enforceable when things get messy.

Example Use Case

A court decides that a non-compete clause in an employment agreement violates local law and can't be enforced.

The severability clause kicks in. The bad provision gets removed while confidentiality obligations, intellectual property protections and everything else stay active.

How It Relates to Adjacent Concepts

Severability clauses typically appear alongside other boilerplate clauses in commercial contracts. Legal teams often use contract management software and clause libraries to standardise these provisions and keep them consistent across agreements.

They usually get negotiated together with dispute resolution clauses, liability limitations and governing law terms.

FAQs

What is the purpose of a severability clause?

It ensures the rest of a contract stays enforceable if one provision is found invalid, illegal or unenforceable.

Are severability clauses standard in contracts?

Yes. They're considered standard boilerplate and show up in most commercial agreements.

Can a contract survive without a severability clause?

Possibly. But including one provides more certainty about how unenforceable provisions will be handled.

Related Terms

• Boilerplate Clauses
• Dispute Resolution Clause
• Limitation of Liability
• Contract Playbook
• Master Service Agreement
• Contract Lifecycle Management

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