Severability

Your employment contract includes a non-compete clause that's overly broad, 5 years, nationwide, all industries. A court in Oregon strikes it down. With a severability clause, only the non-compete dies; your salary terms, IP assignment, confidentiality obligations, and everything else stay intact. Without severability, the court could theoretically void the entire contract. One sentence of boilerplate, massive protection. Severability clauses come in two flavors. A basic one simply says invalid provisions are removed. A stronger version, sometimes called a reformation clause, asks the court to modify the invalid provision to the minimum extent necessary to make it enforceable, rather than deleting it entirely. The reformation approach is common in non-compete and non-solicitation contexts, where courts regularly narrow geographic scope or duration rather than voiding the restriction outright. When reviewing a contract, confirm the severability clause is present and note whether it uses simple deletion or reformation language, the difference can determine whether a narrowed restriction stays in force or disappears entirely.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.