Blue Pencil. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, or as applied to any circumstances, under the laws of any jurisdiction which may govern for such purpose, then such provision shall be deemed, to the extent allowed by the laws of such jurisdiction, to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, either generally or as applied to such circumstance, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.
Blue Pencil. If any of the agreements set forth in this Section 7 shall be held to be invalid or unenforceable, the remaining parts thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. In the event that any provision of this Section 7 relating to the time period, geographic area, scope and/or subject matter shall be declared by a court of competent jurisdiction to exceed the maximum time period, geographic area, scope and/or subject matter such court deems enforceable, such time period, geographic area, scope and/or subject matter shall be deemed to become and thereafter be the maximum time period, scope and/or subject matter that such court deems enforceable, it being the intent and express agreement of the parties that the terms of this Section 7 be enforced and interpreted in accordance with the terms to the greatest extent possible.
Blue Pencil. Rule. The Employee and the Employer desire that the provisions of this Section 12 be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If a court of competent jurisdiction, however, determines that any restrictions imposed on the Employee in this Section 12 are unreasonable or unenforceable because of duration, area of restriction, or otherwise, the Employee and the Employer agree and intend that the court shall enforce this Section 12 to whatever extent the court deems reasonable to effect the intent of this Section 12.
Examples of Blue Pencil in a sentence
Griffin Toronjo Pivateau, Putting the Blue Pencil Down: An Argument for Specificity in Noncompete Agreements, 86 NEB.
Griffin Toronjo Pivateau, Putting the Blue Pencil Down: An Argument for Specificity in Noncompete Agreements, 86 Neb.
Yet there was an appealing feature to the Blue Pencil rule that the more modern approach to partial enforcement sought to preserve.
While such divisibility was the policy underlying the Blue Pencil rule, the mechanical procedure of the rule significantly limited its effectiveness.
It is fair to propose that what drove the court’s decision in Armendariz was not a formalistic minimalism a-la the Blue Pencil rule.
More Definitions of Blue Pencil
Blue Pencil. Provision. To the extent that any of the provisions contained in this section 5 may later be adjudicated by a court to be too broad to be enforced with respect to such provision’s scope, duration, area, line of business or any other matter, such provision shall be deemed amended by limiting and reducing such provision’s scope, duration, area, line of business or other matter, as the case may be, so as to be valid and enforceable to the maximum extent compatible with the applicable laws of such jurisdiction and this section 5 as drafted, such amendment only to apply with respect to the operation of such provision in the applicable jurisdiction in which such adjudication is made.
Blue Pencil. Provision. Employee acknowledges that the time period of the noncompetition and non-diversion covenants in this Section 13 are limited, that the prohibited actions are reasonably limited, and that geographic area of the noncompetition restrictions are reasonable and necessary to protect the Company, and not inconsistent with Nevada law. Despite the language above, the parties agree that in the event that any provision or term of Section 13, or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in Section 13) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted in such a manner as to be effective for the maximum period of time for which it/they may be enforceable and over the maximum geographical area as to which it/they may be enforceable and to the maximum extent in all other respects as to which it/they may be enforceable. Such modified restriction(s) shall be enforced by the court or adjudicator. In the event that modification is not possible, because each of Employee’s obligations in Section 13 is a separate and independent covenant, any unenforceable obligation shall be severed and all remaining obligations shall be enforced..
Blue Pencil. Rule. The Consultant and the Company desire that the provisions of this Section 8 be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If a court of competent jurisdiction, however, determines that any restrictions imposed on the Consultant in this Section are unreasonable or unenforceable because of duration, area of restriction, or otherwise, the Consultant and the Company agree and intend that the court shall enforce this Section 8 to whatever extent the court deems reasonable to effect the intent of this Section 8.
Blue Pencil. Provision. To the extent that any of the provisions contained in this Article 3 may later be adjudicated by a court to be too broad to be enforced with respect to any of such provision’s scope, duration, area, line of business or any other matter, such provision shall be deemed amended by limiting and reducing it so as to be valid and enforceable to the maximum extent compatible with the applicable laws of such jurisdiction, such amendment only to apply with respect to the operation of such provision in the applicable jurisdiction in which such adjudication is made.
Blue Pencil an Unreasonable Non-Compete Agreement? View the seventh article of the series: Are They Enforceable in Contracts for Medical Services? Arkansas - Texas - XxxxxxxxXxxxxxxxXxx.xxx
Blue Pencil. Modifications40 Pursuant to the Labour Protection Act41 and the Unfair Con- tract Terms Act,42 a court is empowered to order that terms which excessively restrict the right or freedom of an employee in profess- 38 Act Establishing Labour Court and Labour Procedure §31, and Civil Procedure Code §84. 39 Civil Procedure Code §84/1. 40 “Blue pencilling,” also referred to as “severing,” refers to the authority recog- nized in courts in some countries to delete unenforceable parts of a restrictive covenant rather than finding the covenant unenforceable in its totality. Such authority can also extend to “notional severance” (as opposed to actual severance), which involves inter- preting the scope of the requirement so as to reduce its effect to one that would be in accord with law, as opposed to severing the offending language by the “blue pencil” mechanism. It does not involve writing missing words into the covenant. See question 4 in Xxxxx Xxxxxxxxxx, Covenants Not to Compete: A State-by-State Survey (6th ed. 2008). Some restrictive covenants may contain provisions expressly authoriz- ing blue pencilling/severance of provisions found contrary to law as a means of pre- serving the nonoffending provisions of the restrictive covenant concerned. 41 Labour Protection Act §14/1. 42 Unfair Contract Terms Act §§4 & 5. IV.J. Thailand 80-27 ing an occupation are only enforceable insofar as they are fair and reasonable under the circumstances, and do not cause the em- ployee to bear an unforeseeable burden. See also I.B.1. above.
Blue Pencil. Rule. The parties desire that the provisions of this Article VII be enforced to the fullest extent permissible under the laws and public policies in each jurisdiction in which enforcement is sought. If a court of competent jurisdiction, however, determines that any restrictions imposed on the Seller or Founder in this Article VII are unreasonable or unenforceable because of the duration, area of restriction, or otherwise, the parties agree and intend that the court shall enforce this Article VII to whatever extent the court deems reasonable. The parties intend that the court shall have the right to strike or change any provision of Article VII and substitute different provisions to effect the intent of this Section 7.3.