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I'm reading a template service agreement prepared by a UK private limited company for an executive role, and I struggle to understand this clause 13.11, which concerns the post-termination restrictions:

It is agreed between the parties that, whilst the restrictions set out in this clause 13 are considered fair and reasonable for the protection of the Company's legitimate interests, if it should be found that any of the restrictions are void as going beyond what is fair and reasonable in all the circumstances, and if by deleting part of the wording or substituting a shorter period of time, different limits and/or a more restricted range of activities than those set out in this clause 13 it will not be void, then such restrictions will apply with such deletions or modifications as may be necessary to make them valid and effective.

  1. Regarding the 1st highlighted part. Does it basically give the parties the "optionality" of later changing their minds with regard to the fairness and reasonableness of the restrictions laid out in section 13?
  2. Regarding the 2nd highlighted part. I simply cannot understand it. Could someone translate it in plain English, please?

I'm not a native English speaker so that might also play a role in my misunderstanding. I think that the key word that confuses me is "void".

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This is more of an English language issue than a legal one. Your problem is that you are reading these conditional parts of the statement independently of the actionable parts. To your credit, though, the clause is not especially well-written.

Regarding the 1st highlighted part. Does it basically give the parties the "optionality" of later changing their minds with regard to the fairness and reasonableness of the restrictions laid out in section 13?

No. When a part or whole of a contract is found to be void, it means that the clauses in the contract have been contested in a court of law, and the court has found those clauses to be contrary to the law and that the parties will be restored as if the contract or clauses had never existed. Note that something being void is legally distinct from it being unenforceable, which means that the clauses will be considered to have existed, but that the courts will not provide a remedy for their violation. That decision will be made by the judge who oversees the proceedings, not by the parties to the contract.

Regarding the 2nd highlighted part. I simply cannot understand it. Could someone translate it in plain English, please?

The part that you emphasized needs to be read in the context of the whole second half of the clause, like this:

and if by deleting part of the wording or substituting a shorter period of time, different limits and/or a more restricted range of activities than those set out in this clause 13 it will not be void, then such restrictions will apply with such deletions or modifications as may be necessary to make them valid and effective.

The phrase beginning with "if" is conditional, meaning that the conditions specified, that being the existence of different restrictions which would not be void under the law, must be present in order for the second phrase, beginning with "then" to take effect. This second phrase would mean that the contract would then change to include restrictions that did not make the clauses void.

The clause could be written in plain English like this:

If the clauses in this contract are found to be void, and if the terms of those clauses can be changed so that they are no longer void, then they will be changed so that the clauses are no longer void.

Take note that this clause would probably not be enforceable anyway, due to the fact that it would (1) force the courts to define the new terms and decide that they are fair, a decision which, even if you could force the court to do that (and you can't), can always be appealed to the next highest court up to the Supreme Court, potentially taking years of work and massive expense, and (2) you would be agreeing to a change in contract, the terms of which are completely unknowable to you, so how could you consent to them?

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    For the most part, the explanation and paraphrase in this answer(+1) are fine. Just a pair of remarks, though: (1) The term "found" does not necessarily refer to court finding unless the contract is more explicit in that regard. (2) A scenario where the clause is modified to be fair and reasonable is extremely unlikely to place the OP in a worse situation than if the initial clause were enforced as is. Aug 3, 2022 at 16:20
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    Your last paragraph is wrong “reading down” provisions are extremely common and are enforced by courts without being grounds for an appeal.
    – Dale M
    Aug 3, 2022 at 21:49
  • Thanks for chiming in @IñakiViggers. Can confirm that the contract makes no explicit reference to courts. Aug 4, 2022 at 11:34
  • @PaulRazvanBerg "Can confirm that the contract makes no explicit reference to courts." That is a matter of reading the contract. The information you have provided so far makes no reference to courts. Aug 4, 2022 at 19:03

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