This often used boiler platform clause is generally intended to ensure that the parties cooperate to deal with all the routine issues necessary for their contract. A simple wording of this clause may be: “Each party undertakes to take all these measures and to execute all the documents that are desirable to fully and effectively implement the provisions of this agreement.” Depending on the relationship between the parties, such an expansive and general formulation of this provision in the treaty could give rise to other capricious or inappropriate “assurances” (or disputes over whether such a vague language covers such a request). Accordingly, the author of the design person might consider: (i) qualifying the standard for the additional assurances needed on what is appropriate and necessary or desirable; (ii) more detailed information on the nature and categories of other measures under the clause; and (iii) to expressly give the parties the opportunity to demand such additional assurances from each other. A separation clause allows the rest of an agreement to remain valid even if one or more provisions are unenforceable or illegal. However, certain clauses may be declared vital for the purposes of an agreement and therefore cannot be covered by the separation clause. SEVERURE: The inapplicability or inefficiency of one or more clauses in this agreement does not affect other clauses of this agreement. If possible, any unenforceable or invalidable clause in this Agreement will be amended to show the original intent of the parties. In this case, the question is whether the parties qualify the agreement as dissociable – or whether the agreement should be terminated if a party is not applicable – and whether and how the separate clauses should be replaced or amended. The key separation clauses simply state that the unenforceable documents are removed, but that the remaining agreement is still binding and applicable. This basic clause corresponds to the Blue Pencil approach: because it contains the language of storage – that the remaining agreement must survive if part of the agreement is unenforceable – this basic clause goes beyond the first common law approach, which is to regard the agreement as unenforceable, but because it contains only a minimal language of reform – that the court goes so far as to remove unenforceable parts — it does not go as far as the adequacy approach. If the remaining clause does not make grammatical and content without the deleted part, the entire clause will be removed. If the agreement cannot be implemented without the deleted clause, the whole agreement is deemed unenforceable.
If a court were to invalidate the non-competition clause, it could change the value of the transaction acquired by the buyer. This type of change could change the transaction so that it is not fair to both parties. SEVERURE: In the event that a competent court considers a clause or clause in this agreement to be invalid, unenforceable or illegal, the same does not affect other conditions or clauses of the agreement or the agreement as a whole. However, such a clause or clause may be amended to the extent necessary as a result of the Tribunal`s opinion to make the agreement enforceable or valid, and the rights and obligations of the parties are interpreted and applied accordingly in order to preserve as much as possible their consent and intent. Some courts will not be willing to do so, particularly those in a legal area where the Blue Pencil approach is applied by other means.