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# Severability Clause
This Severability Clause (the "Clause") is a part of the [Name of Agreement] (the "Agreement") made and entered into as of [Effective Date] by and between [Party A Name], a [State of incorporation/organization] [Type of entity], with a principal place of business at [Address] ("Party A"), and [Party B Name], a [State of incorporation/organization] [Type of entity], with a principal place of business at [Address] ("Party B").
## 1. Severability
In the event that any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be interpreted as narrowly as possible to give effect to the original intent of the parties. If any such provision cannot be interpreted in such a way, then it shall be considered deleted from this Agreement, and the validity, legality, and enforceability of the remaining provisions shall remain in full force and effect.
## 2. Modification
The parties agree to negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that reflects the original intent of the parties as closely as possible.
## 3. Entire Agreement
This Clause constitutes an integral part of the Agreement and shall survive any termination or expiration of this Agreement. Except as explicitly modified by this Clause, all other terms and conditions contained in the Agreement shall remain in full force and effect.
## 4. Governing Law
This Clause shall be governed by and construed in accordance with the laws of the State of [Governing Law State], without regard to its conflict of law principles.
IN WITNESS WHEREOF, the parties hereto have executed this Severability Clause as of the date first written above.
**[Party A Name]**
By: ___________________________
Name: _________________________
Title: _________________________
Date: _________________________
**[Party B Name]**
By: ___________________________
Name: _________________________
Title: _________________________
Date: _________________________
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