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.
Utah Negotiating and Drafting the Severability Provision: A Comprehensive Overview Keywords: Utah law, negotiating, drafting, severability provision, types. In the state of Utah, negotiating and drafting a robust severability provision is crucial for protecting the parties involved in any contractual agreement. A severability provision, also known as a "saving clause," serves as a safeguard to ensure that if any part of the contract is deemed invalid or unenforceable, it doesn't invalidate the entire agreement. There are various types of severability provisions commonly used in Utah: 1. General Severability Provision: The most commonly employed severability provision, this type states that if any provision of the contract is found to be invalid, illegal, or unenforceable, the rest of the contract remains intact and enforceable. This provision acts as a safety net, preserving the overall validity of the agreement. 2. Partial Severability Provision: This type of provision allows certain portions of the contract to be severed if they are deemed invalid, while the remaining provisions still remain enforceable. It provides flexibility by allowing the court to remove specific clauses or terms without a complete voiding of the agreement. 3. Savings Clause: Often used interchangeably with the term "severability provision," a savings clause explicitly states the intent and desire of the parties to have the remaining provisions of the contract remain in full force and effect, even if any part is ruled unenforceable by a court. When negotiating and drafting a severability provision in Utah, it is crucial to consider several key elements: 1. Clear Language: The provision should be written in concise and clear terms, leaving no room for ambiguity or misinterpretation. It should be easily understood by all parties involved. 2. Intent of the Parties: The provision should clearly express the intent of the parties to preserve the agreement in the event of any provision being rendered invalid or unenforceable. The intention is to salvage the rest of the contract to avoid undue harm or prejudice to either party. 3. Jurisdiction-Specific Considerations: While the concept of severability is generally recognized across jurisdictions, Utah courts may interpret and apply severability provisions differently. It is essential to consult Utah state laws and legal precedent to ensure compliance and adequacy within the specific jurisdiction. 4. Tailoring to the Agreement: The severability provision should be tailored to the specific agreement in question. Each contract may have unique clauses, terms, and industry-specific considerations, which should be taken into account to ensure the provision effectively addresses potential invalidity issues. In summary, negotiating and drafting a well-thought-out severability provision is crucial in Utah to safeguard contractual agreements. By carefully considering the types of severability provisions, using clear language, expressing the intent of the parties, addressing jurisdiction-specific considerations, and tailoring it to the agreement, parties can ensure the overall enforceability and long-term viability of their contracts under Utah law.
