Severability
Also called: Severability Clause · Savings Clause
A severability clause provides that if one provision of a contract is found invalid or unenforceable, the remainder stays in force. Without it, a single defective clause can, in some circumstances, put the enforceability of the wider agreement in question.
In more detail
Severability matters most in contracts containing provisions with genuine enforceability risk — non-competes, liquidated damages, broad indemnities. These are precisely the clauses most likely to be challenged, and severability contains the damage if one fails.
Stronger drafting goes further than simple deletion: it asks the court or tribunal to read down the offending provision to the extent necessary to make it enforceable, rather than removing it entirely. For a non-compete, the difference between a narrowed restraint and no restraint at all is substantial.
The clause should also acknowledge its own limit — if severing a provision would fundamentally change the commercial bargain, the parties usually agree to renegotiate in good faith rather than continue on materially altered terms.
What our lawyers check
- Whether the clause allows reading down, or only deletion
- Whether it covers partial as well as complete invalidity
- Whether removal of a core provision triggers renegotiation
- How it interacts with the highest-risk clauses in the specific contract
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
All glossary terms