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.
Title: Tennessee Negotiating and Drafting the Severability Provision: Comprehensive Overview and Types Introduction: In Tennessee, negotiating and drafting the severability provision is an integral part of legal contracts, providing an important safeguard for parties involved. This comprehensive guide will outline the essence of the severability provision, its significance, and delve into various types of severability provisions in Tennessee law. 1. What is a Severability Provision? A severability provision, also referred to as a severability clause or savings clause, is a contractual provision aiming to ensure that if any portion of a contract is deemed unenforceable or invalid, the remaining provisions will remain in full effect. It acts as a safety net to prevent the entire contract from becoming null and void in case of any unforeseen circumstances. 2. Importance of Negotiating and Drafting Severability Provision in Tennessee: Tennessee negotiating and drafting of the severability provision is crucial due to several reasons: a. Preservation of the Contract: By including a severability provision, parties protect the overall contract from being invalidated if one provision is challenged or found unenforceable. This provision can help safeguard the original intent and purpose of the agreement. b. Avoidance of Litigation: In the absence of a severability provision, the termination or invalidity of a single provision may lead to additional legal disputes or even the necessity for renegotiation of the entire contract, potentially causing delays and financial burdens. 3. Types of Severability Provisions in Tennessee: There are different types of severability provisions negotiable and draftable in Tennessee, depending on the complexity or nature of the agreement. Below are some common types: a. Partial Severability Provision: This type of provision declares that if the court finds any provision to be unenforceable, it should be severed or removed from the contract while leaving the rest of the agreement intact. It aims to salvage the remaining enforceable provisions. b. Blue Pencil Severability Provision: Under this provision, if a specific provision is deemed unenforceable, courts may strike only the offending or unenforceable language while keeping the remaining portion of the provision enforceable. This approach allows the court to modify the provision rather than nullify it entirely. c. Whole Agreement Severability Provision: In certain contracts, parties may include a specific provision stating that if any provision becomes unenforceable or invalid, it is to be disregarded entirely, and all other remaining provisions shall remain in full effect. This type of provision emphasizes the all-or-nothing approach when it comes to the enforceability of provisions. d. Liberal Saving Provision: A liberal saving provision emphasizes a broad interpretation of the severability clause. It aims to save as many provisions as possible and strives to sever only the minimum necessary parts of an unenforceable provision. Conclusion: In Tennessee, negotiating and drafting the severability provision is a vital step in contract creation. By including an appropriate severability provision, parties can protect the overall agreement, minimize the risk of disputes, and ensure the continuity of their contractual relationship, even if a specific provision is deemed unenforceable. Understanding the different types of severability provisions allows contract parties to tailor their agreements accordingly and mitigate potential legal challenges.
