Severability

What Is Severability? Severability is a standard contract clause that protects the overall agreement if a court or tribunal finds one or more of its provisions to be illegal, invalid, or unenforceable. Without a severability clause, an unenforceable provision could potentially void the entire contract. ## How Severability Works A typical severability clause states that: - Invalid provisions are severed from the contract - The remaining terms continue to be binding - The invalid provision may be modified to the minimum extent necessary to make it enforceable - The parties' original intent should be preserved as closely as possible ## Practical Importance Severability clauses are particularly valuable in contracts that contain restrictive covenants such as non-compete agreements, which are frequently challenged in court. They also protect contracts operating across multiple jurisdictions where different laws may affect enforceability. While most courts will attempt to sever invalid provisions even without an explicit severability clause, having one provides additional certainty and demonstrates the parties' intent to preserve the agreement to the greatest extent possible.