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Draft a severability clause for your contract
Tell River what the contract is and get a severability clause that fits it, including whether a court may rewrite a bad term or only strike it.
River drafts a severability clause for the contract you are working on. The clause tells a court what to do if one term turns out to be unenforceable: remove it and keep the rest, or, where the law allows, narrow it to the extent that is enforceable. Describe the contract and the terms you are worried about, and River writes the version that fits.
Severability clauses are often treated as boilerplate, but the details matter for the terms most likely to be challenged, such as non-solicitation promises, liability caps and arbitration clauses. River also tells you when a severability clause cannot help, for example when the term that fails is so central that the deal no longer makes sense without it.
Striking a term versus rewriting it
Courts take different approaches to an overbroad term. Some will only strike out the offending words, sometimes called blue penciling. Others will reform the term to a reasonable scope. Some, in certain areas such as restrictive covenants, refuse to do either and void the term entirely. A severability clause can ask for reformation, but it cannot force a court to do what its state's law does not allow.
A clause also cannot rescue an essential term. If the provision that fails was central to the bargain, a court may decide the parties would not have made the contract without it. That is why some contracts name the terms that are essential, or provide that the parties will negotiate a replacement in good faith.
Some terms carry their own rules. Arbitration agreements often include their own severability language, and some say that if a class action waiver fails, the arbitration clause fails with it. River checks whether your contract already has provisions like these so the clauses work together.
How it works
Describe the contract
What it is, where it applies, and which terms might be challenged.
River drafts the clause
A severability clause fitted to the contract and its riskiest terms.
Read the reasoning
A short note on what the clause can and cannot do in your state.
Adjust in chat
Ask for a shorter version, a good-faith replacement duty, or other boilerplate.
What you get
- A severability clause matched to the type of contract and the terms at risk
- Reformation wording where your state allows courts to narrow an overbroad term
- Coordination with any arbitration or class waiver severability language
- A note on which terms are too central for severability to save
- Wording that fits your contract's definitions and numbering
Common questions
Do I really need a severability clause?
Most contracts include one, and it costs nothing. Without it, a court decides on its own whether the rest of the contract survives a bad term. With it, you state the parties' intent that the rest should survive, which courts generally respect unless the failed term was essential to the deal.
Can a court rewrite an unenforceable term?
Sometimes. Some states let courts narrow an overbroad term, such as a restrictive covenant, to a reasonable scope. Others only strike words out, and some void the whole term. A severability clause can ask for reformation, but the governing state's law decides what the court may actually do.
Will severability save a non-compete?
Not reliably. In states that ban most non-competes, such as California, no clause will save one. In states that allow narrowing, a reformation clause helps. The safer approach is to draft the restriction narrowly from the start rather than relying on a court to fix it.
Does it apply to arbitration clauses?
Often the arbitration clause has its own severability rules, and some deliberately say that if the class action waiver fails, the whole arbitration clause fails too. River checks for this so the general clause does not contradict the arbitration clause.
Is this legal advice?
No. River drafts the clause and explains what it can do, but it does not give legal advice or predict how a particular court will treat a specific term. If the term you are worried about is a restrictive covenant or an arbitration clause, have a lawyer review the whole provision.
Draft a severability clause for your contract
Describe what you need, add any files you have, and your workspace opens with the work already underway.