Automatic Reformation Clause Samples
The Automatic Reformation clause allows a contract to be automatically modified if any part of it is found to be invalid, unenforceable, or illegal, so that the original intent of the parties is preserved as closely as possible. In practice, this means that if a court or authority determines a provision is not legally effective, the clause ensures that the problematic section is adjusted or replaced with a valid alternative that achieves the same purpose. This mechanism helps maintain the enforceability of the contract as a whole, preventing the entire agreement from being voided due to a single problematic provision.
Automatic Reformation. If any provision of this Section 9 is determined by any court of competent jurisdiction (or any arbitrator(s) mutually agreed upon by the parties) to be invalid, illegal or unenforceable, in whole or in part, whether before or after reformation by the Company as set forth in the preceding paragraph, then such provision is automatically deemed reformed and amended so that the same shall be enforceable to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. For example, if a court deems the Time Limit unenforceable, the Time Limit shall be reduced in one-month increments to the minimum extent necessary to make such restrictions enforceable. If a court would deem the Geographical Limit overbroad, the same shall be reduced in appropriate increments to the minimum extent necessary to make such restrictions enforceable.
Automatic Reformation. If any of the provisions of Sections 9, 10, or 11 are ever deemed by a court to be unenforceable as written under applicable law, such provisions shall be, and are, automatically reformed to the maximum limitations permitted by applicable law.
Automatic Reformation. If a court of competent jurisdiction shall find that any of the covenants contained herein, or any part thereof, is excessively broad as to geographic area, time, duration, scope, activity or subject, the parties agree that such covenant shall be construed solely in a manner that shall limit or reduce it (or any particular aspect or aspects thereof) so as to render the covenant enforceable to the maximum extent compatible with then applicable law. The court making such finding is hereby authorized, and shall have the power, to so limit or reduce such provision. In its limited or reduced form, said provision shall then be enforceable.