This clause gives a court permission to edit or reduce an unfair restrictive covenant rather than throw it out entirely. For example, if a non-compete clause is too broad, the court can narrow it instead of canceling it completely. This is important because without this clause, a court in many US states (and some UK situations) might strike down the entire restriction as unreasonable, leaving you completely free. With it, the court can make the restriction smaller but still enforceable.
This clause actually favors the employer, not you, so don't push to remove it—but understand that it exists. If you're negotiating, use it as leverage: point out that even with blue pencil language, courts won't enforce unreasonable restrictions, so the company should agree to reasonable terms now rather than risk litigation later. ---
Frequently Asked Questions
What does this clause mean in simple terms?
This clause gives a court permission to edit or reduce an unfair restrictive covenant rather than throw it out entirely.
Why should I care about this clause?
For example, if a non-compete clause is too broad, the court can narrow it instead of canceling it completely.
What are my options?
This is important because without this clause, a court in many US states (and some UK situations) might strike down the entire restriction as unreasonable, leaving you completely free.
How does this affect small businesses?
With it, the court can make the restriction smaller but still enforceable.