Salvatorian clause or Final Provision(s)
The official name for this clause in a legal document is "Salvatorian clause". It is usually the final clause of a document. In more modern English it is sometimes called "Final Provision" or "Final Provisions". It refers to the following type of paragraph:
"Should one of the provisions of this contract be invalid, a provision will be substituted which is nearest in meaning to the one which was intended by the parties.
Should there be an omission in this contract, a provision will be understood which is nearest in meaning to the one intended by the parties."
Such documents are part of my daily work
| Astrid Elke Witte|
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This is the most common term used in English contracts; you can say "severability" or "severability clause"
Literally, hundreds of contracts - many years of experience
|More points for Werner with the talking intro - very cute!|
You just pipped uel, whose explanation was certainly exhaustive - mustn't have any work at the moment!
separability clause or severability clause
Schäfer offers the following, along with the commonly used phrasing of the clause in both German and English:
salvatorische Klausel f
– saving . . . clause
(ie, die Klausel soll der Regelung des § 139 BGB entgegenwirken; sie verhindert jedoch keine Lücken im Vertragswerk; häufige Formulierung:
,,Sollte e–e dieses Vertrages unwirksam oder undurchführbar sein oder werden, so berührt dies die Wirksamkeit des Vertrages im übrigen nicht. Die Parteien verpflichten sich vielmehr, in einem derartigen Fall eine wirksame oder durchführbare Bestimmung an die Stelle der unwirksamen oder undurchführbaren zu setzen, die dem Geist und Zweck der zu ersetzenden Bestimmung so weit wie möglich entspricht."
,,Should any individual provision or any part of any provision be or become void, illegal or unenforceable, the validity of the remaining provisions hereof shall in no way be affected. In such case the void and/or illegal and/or unenforceable provision or provisions shall be replaced by relative provisions coming as close as possible to the sense and spirit and purpose of this Agreement.")
[Schäfer, Hyperbook Wirtschaftsenglisch]
A Google search on both terms came up with about 2,000 hits for separability, and about 15,000 for severability, which would certainly bear out CTrans' statement that severability is the most commonly used term.
separability clause. Also severability clause. Provides that the balance of a statute or contract remains in force even if some provisions are voided.
From a sample contract:
ARTICLE XIX -- SAVINGS AND SEPARABILITY CLAUSE
1.The parties agree that any clauses which may be prohibited by, invalid under, or in contravention of any operable Federal or State law, or under which Employer or Union is required to do any act which is in contravention of any Federal or State law, shall be null and void, but in such event, the remaining clauses shall continue in full force and effect for the term of this Agreement, and any renewal thereof.
1a.The parties agree, in good faith, to attempt to replace any such null and void clause with a clause that conforms with the law.
Another sample contract, also using "savings and separability clause", can be found at:
Severability. With a severability clause in the contract, if any one clause or part of the contract is deemed to be invalid, unenforceable or illegal, then it is severed from the contract and the rest of the contract remains in full force and effect. Otherwise, if you omit the severability clause, the entire contract must be thrown out.
If you are sailing close to the wind, add a "severability clause" to your non-disclosure agreement. A "severability clause" is a useful bit of boilerplate. You will find it in many different types of legal contracts. What it says is this. If any clause is determined to be invalid, the entire contract should not fail simply because of that one invalid clause. Instead, the invalid clause is "severed" from the contract, hence the term, "severability clause". I have seen some rather creative severability clauses. For example, instead of severing the clause altogether, the parties agree to "reinterpret" the invalid clause to the extent required to render it valid. Lawyers never give up, do they!
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