Saving Clause (Savings Clause)

A clause in an agreement (or law) designed to protect the overall agreement should a provision of the agreement be held invalid or illegal under applicable law. Such a clause usually provides that such a provision will be excised from the agreement, but the remainder of the agreement will remain valid.

Although the inclusion of such clauses is quite automatic, it may be wise to exclude certain provisions from its scope, if their invalidity would fundamentally undermine a party’s interests in continuing the agreement. In particular there is a risk that excising a clause may unbalance the agreement from the perspective of the beneficiary of the excised clause. One solution is to provide that if a particular clause should prove to unforceable, that clause and the clause it balances will both be excised; however, this may prove complex to implement in practice.