What does a severability clause accomplish?

A severability clause instructs a court to maintain the enforceability of the remaining contract if one provision is invalid, reducing the risk that the entire agreement will be voided and clarifying parties’ intent about permissible remedies.

Can a court rewrite an invalid term?

Some clauses request reformation or replacement of invalid terms. Courts may reform language only where state law permits; otherwise they may sever the term. Draft narrowly to reflect desired judicial remedies.

Are severability clauses effective across states?

Severability clauses are generally respected, but state-specific public policy exceptions may prevent severance for certain provisions; consult local counsel for statutes and case law affecting enforceability.

Does electronic execution affect the clause?

Electronic signatures are recognized under the ESIGN Act and UETA in most jurisdictions, so a severability clause executed electronically is typically enforceable when intent, consent, attribution, and retention requirements are met.

Should I mark any terms as non-severable?

Yes—identify core economic or regulatory obligations that parties do not want severed, such as payment terms or confidentiality obligations, to prevent courts from preserving the contract in a way that defeats the parties’ intent.

When is legal review recommended?

Have counsel review severability language for high-value, regulated, or multi-jurisdictional contracts, or when a term may implicate statutory restrictions or public policy exceptions.

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Templates
Legal
Legal Severability Clause

Legal Severability Clause

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LEGAL SEVERABILITY CLAUSE

This Legal Severability Clause (the "Clause") is made and entered into as of by and between Party A: , a , with principal place of business at ; and Party B: , a , with principal place of business at .

RECITALS

WHEREAS, the parties are parties to a written agreement titled (the "Underlying Agreement"), whose terms are incorporated herein by reference; and

WHEREAS, the parties desire to set forth an express severability provision to govern the effect of any judicial or administrative determination that any portion of the Underlying Agreement is invalid, illegal, or unenforceable; and

WHEREAS, the parties intend that the remainder of the Underlying Agreement remain in full force and effect to the maximum extent permitted by law.

NOW, THEREFORE, in consideration of the mutual covenants contained in the Underlying Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SEVERABILITY

If any provision of the Underlying Agreement or this Clause is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remaining provisions, which shall continue in full force and effect to the maximum extent permitted by law. The parties agree that the court shall endeavor to construe or reform the invalid, illegal or unenforceable provision to the minimum extent necessary to render it valid, legal and enforceable while preserving the original intent of the parties.

2. REFORMATION, BLUE PENCIL AND CONSTRUCTION

In the event that a court determines that a provision is invalid or unenforceable, the parties authorize the court to modify, reform or "blue pencil" that provision so as to render it enforceable to the fullest extent permitted by applicable law while preserving the original economic intent and allocation of rights and obligations of the parties. If such reformation is not permissible, the offending provision shall be deemed deleted without affecting the enforceability of the remaining provisions.

3. PRESERVATION OF INTENT

The parties acknowledge that each provision of the Underlying Agreement and this Clause is severable and independent. Any determination invalidating or limiting the scope of any provision shall not affect the validity or enforceability of any other provision or portion thereof. The parties further agree that this Clause shall be applied even if the basis for invalidity relates to the breadth, duration or geographic scope of any restriction contained in the Underlying Agreement.

4. NO WAIVER; REMEDIES CUMULATIVE

No failure or delay by any party to exercise any right or remedy under the Underlying Agreement or this Clause shall operate as a waiver of such right or remedy. Except as expressly provided, the rights and remedies provided are cumulative and not exclusive of any rights or remedies provided by law.

5. NOTICES

All notices and communications required or permitted under this Clause shall be given in accordance with the notice provisions of the Underlying Agreement. For convenience, the parties may designate the following primary notice addresses:

Notice Address — Party A Notice Address — Party B

6. AMENDMENT; WAIVER

This Clause may not be modified, waived or discharged except by a written instrument signed by duly authorized representatives of both parties. No course of conduct or failure to insist upon strict performance shall be construed as a waiver of any right.

7. GOVERNING LAW

This Clause and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

8. ENTIRE AGREEMENT

This Clause, together with the Underlying Agreement, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written, relating to the subject matter.

9. SEVERABILITY CERTIFICATION

Each party certifies that it has carefully reviewed the Underlying Agreement and this Clause and acknowledges that this Clause is fair and reasonable. If any provision is held invalid, illegal or unenforceable, the parties agree that the remaining provisions shall remain valid and binding and shall be enforced to effectuate the parties' intent.

10. COUNTERPARTS; ELECTRONIC SIGNATURES

This Clause may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall have the same force and effect as original signatures.

MISCELLANEOUS

The headings in this Clause are for convenience only and shall not affect its interpretation. If any provision of this Clause is rendered invalid by operation of law, the parties shall negotiate in good faith to replace the invalid provision with a lawful provision reflecting as nearly as possible the original intent and economic effect.

Party A:

By:

Date:

Party B:

By:

Date:

What a Legal Severability Clause Is and When It Applies

A Legal Severability Clause is a contract provision that preserves the remainder of an agreement if one part is found invalid, unenforceable, or illegal by a court. It states that the invalid provision can be severed or reformed while the rest of the contract remains in force, protecting parties from complete contract failure. Severability clauses are common in commercial agreements, leases, service contracts, and employment documents. Properly drafted clauses reduce litigation risk and clarify parties’ intent about whether a court should rewrite, strike, or limit a problematic term.

Why Include a Severability Clause in Your Contracts

A severability clause minimizes the risk that a single problematic provision will void the entire agreement, preserves parties’ original intent, and directs courts on remedies. It complements U.S. contract law and works alongside ESIGN and UETA principles when agreements are executed electronically.

Who Typically Drafts, Reviews, and Signs This Clause

Several roles routinely include a severability clause when preparing or approving contracts.

In-house counsel and outside attorneys drafting or reviewing commercial agreements to limit contract risk and preserve enforceability.
Business leaders and contracting officers who negotiate terms and want predictable outcomes if one clause is invalidated.
Contract managers and paralegals who ensure standard templates include appropriate severability language and jurisdictional choices.

Use the clause consistently in standard templates and have counsel review any variations for high-risk provisions.

Primary Signatories and Their Roles

Contracting Attorney

An attorney who drafts or revises severability language to align with client objectives and applicable state law, often balancing preservation of the contract with acceptable remedies such as reformation or limitation.

Authorized Signer

A corporate officer or authorized agent who executes the contract on behalf of an entity; their signature validates acceptance of severability terms and associated dispute resolution or governing-law choices.

Core Elements of a Professional Severability Clause

Well-drafted severability language clarifies what happens if a clause is invalid and sets the remedy pathway while aligning with governing-law selection.

Severance Language

A clear statement that invalid or unenforceable provisions will be severed without affecting the remainder of the agreement and that surviving provisions remain binding.

Savings/Reformation

Optional provision directing a court to reform or replace the invalid provision with a valid alternative that most closely effects the parties’ intent.

Scope Limitation

Defines whether the clause applies only to specific sections or to the entire agreement, and whether partial enforcement is permitted.

Governing Law Tie-In

Specifies governing law that courts should use to interpret severability and enforce reformation, reducing uncertainty across jurisdictions.

Severability Exceptions

Identifies any provisions that are non-severable (for example, fundamental economic terms) to prevent unintended contract survival.

Remedies Direction

Indicates whether invalidity triggers negotiation, arbitration, reformation, or automatic removal to guide dispute resolution.

Required Information to Include with the Clause

Party Names: Full legal names

Effective Date: MM/DD/YYYY

Governing Law: State name

Clause Text: Exact wording

Signatures: Signer + date

Attachments: Exhibits or amendments

Step-by-Step: Adding a Severability Clause to a Contract

Follow these steps to insert or update a severability clause so it aligns with contract goals and jurisdictional requirements.

01

Review Template: Locate existing severability or savings clauses in the current template.
02

Draft Language: Use precise wording that allows severance or reformation as intended.
03

Specify Limits: List any non-severable provisions explicitly to avoid ambiguity.
04

Obtain Approval: Have counsel and authorized signers review before execution.

How to Configure an Online Workflow for Clause Approval

Set up a simple electronic workflow to route the contract for review, approval, and execution while capturing an audit trail.

Step	Action \| Configuration
Upload Document	PDF or DOCX \| Primary file
Place Fields	Signature, initial, date \| Required
Set Routing	Order signers \| Sequential or parallel
Enable Audit Trail	Timestamps and IP \| Retain

Technical Considerations for eSigning and eSubmission

Confirm the eSignature platform supports the file formats, authentication, and retention policies you need before routing contracts.

File Formats: PDF, DOCX supported
Authentication: Email, SMS, or KBA
Audit Trail: Timestamps and history

Ensure platform compliance with ESIGN and UETA, and, where relevant, HIPAA or industry-specific standards, before relying on electronic execution.

Where to Send or File Contracts Containing a Severability Clause

Routing and retention vary by industry; follow internal procedures and legal requirements for filing executed copies and supporting records.

Primary Recipient: Keep executed original with contract administrator.
Legal Counsel: Send counsel a copy for the litigation file.
Records Department: Store signed PDF in secure repository.
External Filings: File with regulator only if required.

Timing and Key Deadlines to Consider

Be mindful of execution timing, retention obligations, and any statutory deadlines that affect enforceability or recordkeeping.

Effective Date:

When signed by all parties; sets contractual start.

Record Retention Start:

Begin retention from execution date.

Notarization Timing:

Notarize before filing if required by state law.

Audit Trail Retention:

Retain electronic audit trail per policy.

Contract Review Cycle:

Allow counsel at least 3–5 business days for review.

Notarization and Witness Steps for Authentication

Certain documents or jurisdictions require notarization or witness signatures; follow this common sequence to authenticate execution.

01

Identify Requirement

Confirm whether the document or state law requires notarization or witnesses.

02

Prepare Originals

Produce signed original pages for notarization.

03

Arrange Notary

Schedule in-person or RON session as allowed.

04

Provide ID

Signers must present acceptable photo ID.

05

Witness Execution

Witnesses sign in notary presence if required.

06

Notarial Certificate

Notary completes acknowledgment or jurat.

07

Record Retention

Store notarial record per state rules.

08

File or Record

Record in public registry if legally required.

Common Mistakes to Avoid When Preparing a Severability Clause

Overbroad exceptions that unintentionally render the clause meaningless or invite dispute about what must be severed.
Failing to specify non-severable core provisions, which can produce litigation over whether the remaining contract still reflects parties’ intent.
Using vague reformation language that provides no clear standard for courts, increasing uncertainty and potential judicial divergence.
Applying a one-size-fits-all clause across jurisdictions without review for states with unique rules, such as differing treatment of public policy exceptions.

Potential Consequences of Poorly Drafted Severability Language

Unenforceability: Entire contract risks being voided

Increased Litigation: Higher dispute and defense costs

Contract Ambiguity: Unclear remedies for remaining terms

Regulatory Risk: Noncompliance in regulated industries

Reformation Limits: Courts may refuse to rewrite terms

Reputational Harm: Business relationships strained

Real-World Examples of Severability Clause Use

These condensed examples demonstrate typical scenarios and how severability language preserves contract enforceability.

Real Estate Lease

A lease included a severability clause to address an invalid penalty provision that conflicted with state landlord–tenant law.

The clause directed removal of the invalid provision.
The remaining lease continued in effect and rent obligations were enforced without reopening primary lease terms, avoiding re-negotiation and tenant displacement.

Service Agreement

A vendor agreement had a noncompete clause found overbroad in one jurisdiction.

The severability clause allowed courts to limit scope rather than void the whole contract.
As a result, payment terms, service SLAs, and confidentiality provisions remained enforceable and the parties continued performance.

eSignature Vendor Comparison for Executing Contracts and Severability Clauses

Compare basic pricing and key capabilities relevant to contract execution. signNow appears first per vendor comparison conventions.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	No cap	No cap	No cap

Frequently Asked Questions About the Legal Severability Clause

Answers to common questions about drafting, enforcing, and e-signing severability clauses in U.S. contracts.

Need help? Contact support

What does a severability clause accomplish?
A severability clause instructs a court to maintain the enforceability of the remaining contract if one provision is invalid, reducing the risk that the entire agreement will be voided and clarifying parties’ intent about permissible remedies.
Can a court rewrite an invalid term?
Some clauses request reformation or replacement of invalid terms. Courts may reform language only where state law permits; otherwise they may sever the term. Draft narrowly to reflect desired judicial remedies.
Are severability clauses effective across states?
Severability clauses are generally respected, but state-specific public policy exceptions may prevent severance for certain provisions; consult local counsel for statutes and case law affecting enforceability.
Does electronic execution affect the clause?
Electronic signatures are recognized under the ESIGN Act and UETA in most jurisdictions, so a severability clause executed electronically is typically enforceable when intent, consent, attribution, and retention requirements are met.
Should I mark any terms as non-severable?
Yes—identify core economic or regulatory obligations that parties do not want severed, such as payment terms or confidentiality obligations, to prevent courts from preserving the contract in a way that defeats the parties’ intent.
When is legal review recommended?
Have counsel review severability language for high-value, regulated, or multi-jurisdictional contracts, or when a term may implicate statutory restrictions or public policy exceptions.

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