This form provides boilerplate contract clauses that outline the level of severability applicable to the terms of the contract agreement and establishing procedures for the possibility that any part of the agreement may be found by a court to be unenforceable. Several different language options representing various levels of severability and various procedures to follow in such an eventuality are included to suit individual needs and circumstances.
Delaware Negotiating and Drafting the Severability Provision is a crucial aspect of contract law that safeguards parties involved in a contract from potential unforeseen events or circumstances that could render the entire agreement unenforceable. The purpose of this provision is to ensure that if any portion of the contract becomes invalid or unenforceable, the remaining provisions will still stand independently. In Delaware, negotiating and drafting the severability provision involves careful consideration of various factors to enhance the overall enforceability and protection of the contracting parties. Below are some types of severability provisions commonly seen in Delaware contracts: 1. Full Severability Provision: Under this type of provision, if any provision within the contract is deemed invalid or unenforceable, it can be fully severed from the agreement, allowing the remaining provisions to continue to govern the relationship between the parties. 2. Partial Severability Provision: This provision allows for severing only the specific provision that is deemed to be invalid or unenforceable while keeping the rest of the contract intact. This ensures that the remaining provisions can still be enforced. 3. Savings Clause: Also known as a "blue pencil" provision, a savings clause is used to enforce the remaining provisions of a contract if a court deems a particular provision unenforceable but allows for the deletion or modification of the offending language. It offers flexibility by allowing the court to remove or modify problematic language while preserving the overall enforceability of the contract. 4. Non-Severability Provision: This provision takes an opposite approach, stating that if any provision of the contract is found invalid or unenforceable, the entire agreement becomes void. It implies that each provision is integral and indivisible, and if one fails, the entire contract fails. When negotiating and drafting the severability provision in Delaware, certain keywords and phrases play a crucial role: a. "Severability Clause": This clause explicitly outlines the intent of the contracting parties to make the provisions severable, in case any are found unenforceable. b. "Invalidity": The provision may specify the conditions that render a particular provision invalid, such as a breach of law, regulatory change, or court ruling. c. "Survival": This term refers to the surviving provisions that remain enforceable if any other provision is severed from the contract. d. "Good Faith": Parties may include language indicating that they will negotiate in good faith to modify or replace any invalid or unenforceable provision, if required. e. "Enforceability": This term highlights the intention to ensure the remaining provisions are enforceable, even if certain provisions are deemed invalid or unenforceable. In conclusion, Delaware Negotiating and Drafting the Severability Provision involves careful attention to detail and consideration of the various types of severability provisions available. By incorporating relevant keywords and phrases, parties can successfully protect themselves from the consequences of an unenforceable provision, safeguarding the overall validity and enforceability of their contract.
