Governing Law; Severability; Construction Clause Samples

The "Governing Law; Severability; Construction" clause establishes which jurisdiction's laws will be used to interpret and enforce the contract, clarifies that if any part of the agreement is found invalid or unenforceable, the remaining provisions will still be effective, and sets out rules for interpreting the contract's language. For example, it may specify that the laws of a particular state apply, that invalid clauses are removed without affecting the rest of the contract, and that headings or drafting history do not influence interpretation. This clause ensures legal certainty, maintains the contract's enforceability even if parts are challenged, and provides guidance for resolving ambiguities.
Governing Law; Severability; Construction. This Agreement shall be subject to and governed by the laws of the State of Delaware without regard to its conflict of law principles. If any provision of this Agreement shall be held illegal, void or unenforceable, then the remainder of the Agreement shall continue in full force and effect, but only to the extent that the original intent of this Agreement would remain unchanged in any material respect. The construction and interpretation of this Agreement shall not be strictly construed against either party hereto.
Governing Law; Severability; Construction. This Lease shall in all respects be governed by and construed in accordance with the laws of California. If any provision of this Lease shall be invalid, unenforceable or ineffective for any reason whatsoever, all other provisions hereof shall be and remain in effect. The language in all parts of this Lease shall be construed according to its normal and usual meaning and not strictly for or against either Landlord or Tenant. This Lease shall be construed as though the covenants between Landlord and Tenant are independent. Except as set forth in Paragraph 9(c), Tenant expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations under this Lease, Tenant shall not be entitled to make any repairs or perform any acts at Landlord's expense; or to any setoff of the Rental under this Lease against Landlord. The foregoing, however, shall in no way impair Tenant's right to bring a separate action against Landlord for any violation by Landlord of the provisions of this Lease if notice is first given to Landlord and any Holder, and an opportunity is granted to Landlord and that Holder to correct those violations as provided in Paragraph 15 hereof.
Governing Law; Severability; Construction. The organic laws of the State of Florida and, in particular, the provisions of the Act, as the same may be amended from time to time, will govern the validity of this Agreement, the construction of its terms and interpretation of the rights and duties of the parties. If any provision of this Agreement is held to be invalid, then the remainder of this Agreement will not be affected. This Agreement shall be construed as if all parties prepared this Agreement.
Governing Law; Severability; Construction