In some US jurisdictions the contractual concept of "severability" applies
to most contracts. However, the courts
in such jurisdictions may not be able to legally delete (sever) certain provisions of a contract because
some of those provisions may be just too essential to the contract’s purpose. In such a case, the
courts may have to invalidate the entire contract. So, it
is generally wise to go ahead and include a severability clause in a contract to show the contractual intent of
the parties to delete invalid, illegal or unenforceable contract provisions and at the same time save the remainder
of the contract.
Four sample severability
1: SEVERABILITY. The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or enforceability of any other provision. Any invalid or
unenforceable provision shall be deemed severed from this Agreement to the extent of its invalidity or unenforceability, and
this Agreement shall be construed and enforced as if the Agreement did not contain that particular provision to the extent
of its invalidity or unenforceability.
2: SEVERABILITY. Invalidity or unenforceability of one or more provisions of this
Agreement shall not affect any other provision of this Agreement. If possible, any unenforceable provision within this Agreement
will be modified to reflect the parties’ original intention.
any provision, or portion thereof, of this Agreement is, or becomes, invalid under any applicable statute or rule of law,
it is to be deemed stricken and the rest of this Agreement shall remain in full force and effect.
4: SEVERABILITY. If any term or provision of this Agreement is found
by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other
terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the extent
necessary in the court's opinion to render such term or provision enforceable, and the rights and obligations of the parties
shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the
parties herein set forth.