A separate agreement clause, also known as a severability clause or a savings clause, is a legal provision included in contracts to ensure that each individual provision of the contract is enforceable and independent of the others.

The purpose of a separate agreement clause is to provide protection for both parties in the event that one or more provisions of the contract are deemed invalid or unenforceable. This clause allows the rest of the contract to remain intact, even if one or more provisions are found to be unenforceable.

Without a separate agreement clause, if one provision of a contract is invalidated, the entire contract may be considered invalid. This could result in both parties losing the benefits of the agreement and potentially facing legal consequences.

For example, imagine a contract between two parties that includes provisions for payment, delivery, and warranties. If a court were to find that the warranty provisions are not enforceable, without a separate agreement clause, the entire contract could be considered invalid. This could result in the non-delivery of goods and loss of payment for one party, and the risk of legal action for the other party.

A separate agreement clause can also help to facilitate negotiations between the parties. By providing a level of protection, both parties are more likely to be willing to negotiate terms that are fair and beneficial to both sides.

It is important to note that a separate agreement clause does not protect against all types of invalid provisions. If a provision is found to be illegal, contrary to public policy, or against the law, a separate agreement clause will not provide protection.

In order for a separate agreement clause to be enforceable, it must be carefully crafted and written in a clear and concise manner. It should specify which provisions of the contract are considered independent and enforceable, and which ones are not. It should also include language that states that if one or more provisions of the contract are deemed invalid, the remainder of the contract will still be considered valid and enforceable.

In conclusion, a separate agreement clause is an important provision that should be included in any contract. It provides protection for both parties in the event that one or more provisions are deemed invalid or unenforceable. If you are drafting a contract or reviewing one, it is important to ensure that a separate agreement clause is included and written accurately to provide maximum protection.