Severability Clause
(NJ)

Summary

This severability clause may be used in a commercial agreement governed by New Jersey law. This clause preserves the enforceability of an agreement if one or more of its provisions are deemed invalid or unenforceable. This clause includes practical guidance and drafting notes. In New Jersey, whether a contract is severable depends on the intent of the parties. See Riddlestorffer v. Rahway, 82 N.J. Super. 423 (1964). Inclusion of a severability clause in a commercial agreement reflects the parties' intent to include valid provisions of the agreement, even where invalid or unenforceable provisions may exist. Inclusion also encourages courts to sever such invalid or unenforceable provisions so that the agreement is not unenforceable in its entirety. If there are specific terms that are deemed essential for the parties to be bound, counsel should consider enumerating them within the severability clause to further express the parties' intent of validity and enforceability regarding such provisions. For more non-jurisdictional severability clauses, see Severability Clauses. For more information regarding drafting and reviewing commercial contract, see Commercial Contract Drafting and Review and Commercial Contract Drafting and Review Checklist.