Severability
What it means
A severability clause says that if a court finds one provision unenforceable, the rest of the contract still stands. Without it, an invalid clause can in principle put the enforceability of the whole agreement in question.
It is genuinely boilerplate, and it is genuinely useful. It appears near the end alongside the other general provisions and is one of the few clauses almost nobody objects to.
What varies is what happens to the offending provision. The plainest version simply strikes it out and leaves everything else intact. A more sophisticated version — sometimes called a blue pencil or reformation clause — asks the court to narrow the provision to whatever would be enforceable and apply it as modified, rather than deleting it.
That difference matters most for aggressive restrictive covenants. A three-year, nationwide non-compete paired with a reformation clause may be narrowed by a court to twelve months and a single metro area, and then enforced. The same clause with plain severability might be struck out entirely. If you are the one restricted, you would rather have plain severability. If you drafted the restriction, you would rather have reformation — which tells you something about which one you are likely to be handed.
Some clauses add that if severing a provision defeats the fundamental purpose of the agreement, the whole contract fails. That is a reasonable protection against being held to a deal that has lost the thing it was for.
Why it matters for your business
Severability quietly determines whether an overbroad restriction against you disappears or merely shrinks. Against a non-compete, that is the difference between being free and being restricted on narrower terms.
See it in action
ContractClerk notes whether severability is present and whether it permits a court to rewrite an overbroad clause rather than remove it — which matters most where the contract also contains restrictive covenants.
Related terms
- Governing Law — This clause sets the cost floor for enforcing anything else in the contract.
- Non-Compete Agreement — A non-compete signed casually can determine what work you are allowed to take for years after a relationship ends.
- Arbitration Clause — For a small business, the filing fee can make a modest claim uneconomic to pursue at all.
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Review your contract free →This is general information about how severability clauses usually work. It is not legal advice, and how a clause applies depends on the rest of the document and on where you are. For a high-stakes agreement, talk to an attorney.