Partial Invalidity and Compliance Clause Samples

The Partial Invalidity and Compliance clause ensures that if any part of the contract is found to be invalid, illegal, or unenforceable, the remainder of the agreement remains effective and binding. Typically, this clause specifies that only the problematic provision will be disregarded or modified to the extent necessary to comply with applicable laws, while the rest of the contract continues in force. Its core function is to preserve the integrity and enforceability of the contract even if certain terms are challenged or struck down, thereby preventing the entire agreement from being voided due to a single issue.
Partial Invalidity and Compliance. If any one or more of the provisions in this Agreement or any portion thereof shall be invalid, illegal, or unenforceable in any respect, this Agreement shall be ineffective only as to such portion and only to the extent of such invalidity, illegality or unenforceability, and such invalidity, illegality or unenforceability, shall not in any way affect or impair the validity, legality and enforceability of any other provision contained herein. The Parties agree that each of them shall endeavor in good faith to replace any such invalid, illegal or unenforceable provision(s) (or such portions thereof) with valid, legal and enforceable provisions the economic effect of which is as close as possible to that of the invalid, illegal or unenforceable provision(s).