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Severability Clause

A contractual provision that keeps the rest of a contract in force if a court finds one part invalid or unenforceable.

Reviewed by GC AI Solutions Team•Updated August 2026

Definition

A severability clause is a contractual provision stating that if a court finds any part of the contract invalid, illegal, or unenforceable, the remaining provisions stay in full force. It prevents one defective term from voiding the entire agreement. Many severability clauses also direct the court or the parties to reform the offending provision, replacing it with a valid one that comes as close as possible to the original intent. Courts generally enforce severability clauses, though they will not save a contract whose essential purpose depended on the invalid term.

  • Keeps the remaining provisions enforceable when a court invalidates one part
  • Confines the effect of an invalid term to that term alone
  • Often directs reformation: replacing the invalid provision with the closest valid equivalent
  • Sometimes requires the parties to renegotiate the struck provision in good faith
  • Signals to a court that the parties intended the agreement to survive partial invalidity

Reformation language ("replace with a valid provision of closest economic effect") is increasingly standard, giving courts a path to narrow a term rather than strike it outright.

What It Does

A severability clause protects the contract from a single point of failure. Without it, a court that strikes one unenforceable term, such as an overbroad non-compete or an invalid liability waiver, may have grounds to void the entire agreement. With it, the defective term falls away and everything else survives. For in-house counsel, severability is cheap insurance: it rarely changes the deal, but when one provision is challenged, it decides whether you keep the contract or lose it.

When You'll See It

Severability sits in the boilerplate at the end of almost every contract, beside governing law, notices, and the entire-agreement clause. It draws little attention until a provision is challenged, and then it can decide the outcome. It matters most in agreements with aggressive or jurisdiction-sensitive terms: non-competes, liability caps, arbitration provisions, and restrictive covenants, where one term is most likely to be struck. See also: governing law, entire agreement, and waiver.

Examples

Rare Element Resources Ltd

Indemnitee, Indemnification AgreementSurvive-onlyMutual2024
"If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement ... shall not in any way be affected or impaired thereby; (b) to the fullest possible extent, the provisions of this Agreement ... shall be construed so as to give effect to the intent manifested by the provision which is held to be invalid, illegal or unenforceable."
Source

Blueprint Medicines Corporation

Royalty Pharma Investments 2019 ICAV, Consent and Termination AgreementReformationMutual2024
"If one or more provisions of this Termination Agreement are held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision ..., and the parties hereto shall replace such invalid, illegal or unenforceable provision with a new provision ... having an economic effect as close as possible to the invalid, illegal or unenforceable provision."
Source

Bank of America, N.A.

U.S. Bank Trust Company, N.A., Joinder AgreementGood-faith renegotiationMutual2024
"In case any one or more of the provisions ... should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision ..., but the validity, legality and enforceability of the remaining provisions ... shall not in any way be affected or impaired. The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which come as close as possible to that of the invalid ... provisions."
Source

Booz Allen Hamilton Holding Corporation

Participant, Restricted Stock AgreementBlue-pencil / strike-onlyMutual2018
"Severability; Blue Pencil. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby."
Source

Athenex, Inc.

Employee, Salary Deduction & Stock Purchase AgreementReform to minimum extentMutual2022
"...it is the specific intent of the parties that the provision will be modified to the minimum extent necessary to make it or its application valid and enforceable and will be enforced to the fullest extent allowed by law, and the other provisions of this Agreement will nevertheless remain effective and will remain enforceable."
Source

Negotiate

What to include

  • Reformation language, so a court can narrow an overbroad term instead of striking it.
  • A statement that the parties intended the agreement to survive partial invalidity.
  • For high-risk terms like non-competes, a step-down or “blue pencil” provision paired with severability.

Watch the limits

  • Severability will not save a contract whose essential purpose or core consideration is the invalid term.
  • A reformation clause directs but does not force a court to rewrite; some courts decline.
  • In some states, courts refuse to blue-pencil an overbroad non-compete even where the contract allows severance.

Red Flags

  • No severability clause at all, so one invalid term can put the whole contract at risk.

  • Severability with no reformation or step-down, leaving an overbroad term to be struck entirely rather than narrowed.

  • Language that purports to sever a core economic term, which a court may refuse to honor because it guts the bargain.

  • A clause that claims to bind the court to rewrite the contract; courts reform at their discretion and cannot be ordered to do so.

Severability Clause FAQs

What is a severability clause?
A severability clause is a contractual provision stating that if a court finds one part of the contract invalid or unenforceable, the remaining provisions stay in effect.
What is the purpose of a severability clause?
It prevents a single defective term from voiding the entire agreement, confining the effect of an invalid provision to that provision alone.
What is the difference between severability and reformation?
Severability keeps the rest of the contract alive after a term is struck. Reformation goes further and replaces the invalid term with a valid one that comes as close as possible to the original intent. Many severability clauses include reformation language.
Are severability clauses enforceable?
Generally yes. Courts routinely enforce them, but they will not use a severability clause to save a contract whose essential purpose depended on the invalid term.
Does a severability clause let a court rewrite a contract?
It directs but does not compel reformation. A court may narrow or replace an invalid term where the clause allows, but in some states courts decline to rewrite overbroad provisions such as non-competes.
Where does a severability clause go in a contract?
In the boilerplate or general provisions at the end, alongside governing law, notices, and the entire-agreement clause.

Related Clauses

This content is for informational purposes only and does not constitute legal advice.