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Risk and liability

Force majeure clause: meaning and sample wording

A force majeure clause excuses a party from performing, for as long as an extraordinary event outside its control prevents it: natural disasters, war, epidemics, government orders and similar events.

When to use it

Use one in any contract with ongoing obligations, especially supply, services, events and construction work, where outside events could make performance impossible for a while.

Sample force majeure clause

Neither party shall be in breach of this Agreement or liable for any failure or delay in performing its obligations (other than an obligation to pay money) to the extent that the failure or delay results from an event beyond its reasonable control, including natural disaster, epidemic or pandemic, war, terrorism, riot, government action, fire, flood, or failure of public utilities or communications networks (a "Force Majeure Event").

The affected party shall promptly notify the other party of the Force Majeure Event and its likely duration, use reasonable efforts to mitigate its effect, and resume performance as soon as reasonably practicable. If a Force Majeure Event prevents performance for more than sixty (60) consecutive days, either party may terminate this Agreement by written notice.

What to check

  • Name the events you care aboutCourts read force majeure clauses narrowly. If epidemics, cyberattacks, supplier failure or government orders should count, list them.
  • Carve out paymentMost clauses do not excuse paying money, because payment is rarely prevented by outside events.
  • Notice and mitigationA party that does not give notice or try to reduce the impact may lose the protection.
  • A long-stop termination rightA contract suspended indefinitely helps nobody. Allow termination after a set period.

Make the variable parts fill themselves in

In a Word template, replace the details that change with {tags} and wrap optional wording in a section. Clausery turns them into questions, so each document only includes the parts that apply:

{#include_fm_termination}
If a Force Majeure Event prevents performance for more than {force_majeure_days} consecutive days, either party may terminate this Agreement by written notice.
{/include_fm_termination}

Paste this into your own template, then check it with the free template tag checker or read the template syntax.

Questions

Does force majeure cover pandemics?

Only if the wording covers it. Many older clauses did not mention epidemics or government lockdown orders, which led to disputes in 2020. Name them expressly if you want them covered.

What happens if a contract has no force majeure clause?

You fall back on general law, such as frustration in England or impossibility and impracticability in the United States. Those doctrines are narrow and usually end the contract rather than suspending it.

Can I use this sample wording as it is?

It is a general starting point. Contract law differs between countries and states, and the right wording depends on the deal, so have it reviewed before you rely on it.

Free templates that use it

Related clauses

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This page is general information, not legal advice. Laws differ between countries and states; have wording reviewed for your situation before you rely on it.