Severability Clause Definition and Legal Meaning

On this page, you'll find the legal definition and meaning of Severability Clause, written in plain English, along with examples of how it is used.

What is Severability Clause?

A contract’s statement that guards the entire contract from becoming invalid if a portion is invalidated.

History and Meaning of Severability Clause

The Severability Clause has been used in contract law for decades with roots in common law legal systems, particularly in the United States. In essence, a Severability Clause is a provision in a contract that ensures that the invalidity or illegality of any part of the agreement does not render the entire contract unenforceable. The purpose of the clause is to allow the rest of the contract to remain in effect, even if a portion of it is found to be unenforceable.

The importance of the Severability Clause comes from the fact that contract law involves the coming together of two or more parties to enter a legally binding agreement. When drafting a contract, there is always a chance that some of the provisions might end up being unenforceable by a court of law. By including a Severability Clause in the contract, parties ensure that the rest of the agreement remains enforceable even if a court strikes down one or more provisions.

Examples of Severability Clause

  1. An employment contract contains a Severability Clause, stating that if a court finds any part of the contract to be unenforceable, the remaining provisions will still be valid and enforceable.

  2. A software company has a Severability Clause in all of its license agreements so that if any portion of the licensing agreement is deemed illegal or unenforceable, it will not impact the enforceability of the rest of the agreement.

  3. A construction contract includes a Severability Clause that ensures that the entire agreement does not become invalid if part of the contract is deemed unenforceable. This means that the construction project can still proceed as planned, even if some terms of the contract are not enforceable.

Legal Terms Similar to Severability Clause

  1. Blue Pencil Doctrine: An approach used by courts to remove offending terms from a contract without invalidating the entire agreement.

  2. Entire Agreement Clause: A provision that states that the agreement is the complete and final expression of all understandings between the parties, and supersedes all prior negotiations and understandings.

  3. Force Majeure Clause: A provision that excuses the parties from performing their contractual obligations due to certain unforeseeable events, such as natural disasters or war.