Authority to Reform Clause Samples
The Authority to Reform clause grants a designated party, often a court or arbitrator, the power to modify or correct provisions within a contract that are found to be invalid, unenforceable, or ambiguous. In practice, this means that if a particular term is deemed problematic—such as being overly broad or conflicting with law—the authorized party can adjust the language to better reflect the parties' original intent without voiding the entire agreement. This clause ensures the contract remains effective and enforceable by allowing targeted corrections, thereby preventing the agreement from failing due to technical or minor drafting issues.
Authority to Reform. Employee acknowledges and agrees that the forfeiture of unvested Long Term Incentives for voluntarily engaging in Detrimental Activity, and the geographic and time restrictions set forth herein, are reasonable and are no greater than required to adequately protect the Company’s legitimate business interests. However, if at the time of enforcement of this LTI Vesting/Forfeiture Agreement, a court shall refuse to enforce this LTI Vesting/Forfeiture Agreement, whether because the time limit is too long or because the restrictions are more extensive than is necessary to protect the business and goodwill of the Company, the Parties understand and agree and direct that the court modify the restrictions to cover the maximum period, scope, and geographic area permitted by law.
Authority to Reform. If, at the time of enforcement of this Noncompetition and Nonsolicitation Agreement, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, or area reasonable under such circumstances shall be substituted for the stated duration, scope, or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope, and area permitted by law. You agree that the restrictions contained in this provision are reasonable.
Authority to Reform. Employee acknowledges and agrees that the geographic and time restrictions set forth herein are reasonable and are no greater than required to adequately protect the Company’s legitimate business. However, if, at the time of enforcement of this Non-competition Agreement, a court shall refuse to enforce this agreement, whether because the time limit is too long or because the restrictions are more extensive than is necessary to protect the business and goodwill of the Company, the parties understand and agree and direct that the court modify the restrictions to cover the maximum period, scope, and area permitted by law.
Authority to Reform. If any of the foregoing restrictions are found by a court to be overly broad in duration or territorial scope, or otherwise unreasonable or unlawful, the court will have the authority to reform the Agreement and to enforce the restrictions to the fullest extent found by the court to be reasonable and lawful in light of all of the circumstances.