BLUE-PENCILING. If any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced.
BLUE-PENCILING. If any provision of Section 4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall have the power to modify such scope, duration or area, or all of them, and such provision or provisions shall then be applicable in such modified form.
BLUE-PENCILING. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. Any provision of this Agreement which is invalid and unenforceable under applicable law but may be rendered valid and enforceable by modification (“blue-penciling”) shall be subject to such modification by the appropriate court, which shall modify the Agreement to the minimum extent necessary to achieve such validity and enforceability.
Examples of BLUE-PENCILING in a sentence
BLUE-PENCILING: In the event that any provision in this Agreement is held to be unenforceable by a court of competent jurisdiction because it exceeds the maximum time, geographical or occupational limitations permitted by applicable law, then such provision(s) shall be and hereby are reformed to the maximum time, geographical and occupational limitations as may be permitted by applicable law.
More Definitions of BLUE-PENCILING
BLUE-PENCILING or Modification. If either the length of time, geographic area or scope of restricted business activity set forth in paragraph 6(a) is deemed unreasonably restrictive or unreasonable in any other respect in any proceeding before a court of competent jurisdiction, Employee and Employer agree and consent to such court's modifying or reducing such restriction(s) with respect, but only with respect, to that jurisdiction to the extent deemed reasonable under the circumstances then presented.
BLUE-PENCILING. (including “reformation” states) Alabama Courts may enforce the terms to the extent reasonable. Parties may contract to allow judicial reduction of the scope of the covenant, if found to be overbroad. Alaska Reasonable alterations – in accordance with the parties’ intent – are permitted, so long as the employer demonstrates the covenant was drafted in good faith. Arizona Courts may excise grammatically severable portions and enforce a covenant to the extent reasonable. Step-down provisions that permit a court to cross-out some unreasonable sections in favor of more reasonable ones without rewriting them are a permissible application of the blue pencil rule. Colorado Courts have discretion to blue pencil. Connecticut Courts may blue pencil when the parties have indicated an intent to make the terms of the covenant severable.
BLUE-PENCILING. (including “reformation” states) Delaware Reasonable alterations are permitted, such that courts may enforce a covenant to the extent reasonable. Florida For covenants executed on or after July 1, 1996, statute requires a court to modify the restraint and enforce to the extent reasonable necessary to protect the legitimate business interests. For covenants executed before July 1, 1996, courts may modify to provide reasonable time, geographic, and scope of activity restrictions. Hawaii Courts may engage in partial enforcement and modify an overbroad covenant. Idaho Courts will strike unreasonable language, but will not add clauses to make the covenant reasonable. The covenant as originally written must not lack essential terms regarding area, time, and subject matter limitations. Illinois Courts may modify terms. They must consider the fairness of the restraint initially imposed. When terms are severable, courts are more willing to modify and partially enforce, so long as the unreasonable terms are not essential. Indiana So long as contract terms are divisible, courts may strike offending language only. Iowa Reasonable alterations are permitted. Kansas Modification is permitted. Courts also have the equitable power to extend such restrictions. Kentucky Courts may enforce a covenant to the extent it is equitable to do so. Louisiana Courts have the power to delete overbroad geographical restrictions in the presence of a severability clause, and some have reduced overbroad temporal terms.
BLUE-PENCILING. (including “reformation” states) Maine Courts evaluate the reasonableness of the clause to determine the extent to which it is enforceable. Massachusetts Courts may enforce to the extent that the provision is reasonable. Michigan By statute, courts may modify overbroad covenants to using a “rule of reasonableness.” MICH. COMP. XXXX XXX. § 445.7742(1). Minnesota Reasonable alterations are permitted, but the court must provide an explanation of why the revision is warranted. Mississippi This state follows the “reasonable alteration” approach. Missouri This state follows the “reasonable alteration” approach. Courts may restrict the geographic area and shorten the duration of the restrictive covenant. Nevada Courts may enforce for the purpose of preventing competition with the former employer and may consider the public interest in limiting the scope of the covenant. New Hampshire In the employment context, courts do not blue pencil restraints but may partially enforce terms or sever terms, but the employer must first demonstrate that it acted in good faith in obtaining the covenant. New Jersey Courts may alter overbroad covenants to the extent reasonable under the circumstances. The public interest will be considered in the medical profession context. New York Courts may modify terms that are unnecessary to protect the employer’s legitimate interest, but a court may also decline to alter the terms where the covenant evidences overreaching.
BLUE-PENCILING. (including “reformation” states) North Carolina This state adheres to the strict blue pencil doctrine, such that courts may not rewrite the covenant, but sever overbroad provisions and enforce the remainder. Ohio This state follows the “reasonable alteration” approach, in which courts have discretion to modify an overbroad covenant. By statute, non- competition provisions are not enforceable. Ohio Stat. Tit. 15 § 219A. Oregon Based on the facts and circumstances of the case, a court may modify a covenant and even supply a time or geographic limitation if one was not originally provided. Pennsylvania This state follows the “reasonable alteration” approach, such that courts may reform to enforce those provisions that are reasonably necessary for the protection of the employer. Courts may both add to and subtract from the terms. South Dakota Courts may excise illegal terms and enforce the covenant as amended. Tennessee This state employs the “rule of reasonableness,” such that courts should enforce a covenant after modifying it to the extent necessary to protect the employer’s interests without imposing undue hardship on the employee. Texas Courts may shall reform non-compete clauses as necessary so as to make restrictions as to time, area, and scope of activity reasonable, provided that the non-compete clause is ancillary to an otherwise enforceable agreement. Courts have not reformed covenants where the employment is at-will. Washington Courts will enforce a covenant to the extent reasonable. Courts will partially enforce or reword overbroad terms where possible and where restrictions will not do injustice to the parties or cause injury to the public.
BLUE-PENCILING. (including “reformation” states) West Virginia Courts may enforce to the extent necessary to protect the employer’s legitimate interest, so long as it does not place undue hardship on the employee, impair the public interest, or offend the rule of reason. Wyoming Courts may narrow the terms and enforce a covenant to the extent reasonable, so long as the covenant was obtained in good faith and fair dealing.
BLUE-PENCILING. If any provision of this Agreement is determined to be unenforceable as a matter of governing law, an arbitrator or reviewing court of appropriate jurisdiction shall have the authority to “blue pencil” or otherwise modify such provision so as to render it enforceable while maintaining the parties’ original intent to the maximum extent possible. For purposes of this Agreement, the connectives “and,” “or,” and “and/or” shall be construed either disjunctively or conjunctively as necessary to bring within the scope of a sentence or clause all subject matter that might otherwise be construed to be outside of its scope.