Clause guide
Severability Clause clause: meaning, risks, and what to negotiate
Says that if one part of the contract is unenforceable, the rest can still remain in effect.
What it means
Without severability, one invalid clause could put the rest of the agreement at risk or create uncertainty.
Common risks
- • The agreement may be less stable if a key clause is invalid.
- • A court may strike wording without clear guidance on what survives.
- • The clause may not address how invalid terms are replaced or interpreted.
What to check before signing
- • Does the contract preserve the rest of the agreement if one clause fails?
- • Can invalid language be modified to stay enforceable?
- • Does severability apply automatically?
Negotiation ideas
- • Add a standard severability clause.
- • Allow invalid provisions to be modified to the minimum extent needed to be enforceable.
- • Confirm the rest of the agreement remains effective.
Example clause
“If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.”
Frequently asked questions
What is a severability clause?
It is a clause that keeps the rest of the contract effective even if one part is invalid.
Related clauses
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