Force Majeure
What it means
A force majeure clause excuses performance when something outside a party's control makes it impossible or impractical. Historically boilerplate, it received a great deal more attention after 2020 and is now worth reading properly.
The clause has three working parts. The trigger list — which events count, typically natural disasters, war, terrorism, government action, labour disputes, and increasingly epidemics and supply chain failures. The effect — usually suspension of the affected obligations rather than cancellation. And the exit — a right for either party to terminate if the disruption continues past a stated period.
What is on the trigger list matters, because clauses often require the event to be both unforeseeable and beyond reasonable control. After a well-publicised global disruption, arguing that a similar event was unforeseeable is harder than it once was, which is why many contracts now name pandemics explicitly rather than relying on a general catch-all.
One exclusion appears almost universally and is worth knowing about: payment obligations are typically carved out. Force majeure may excuse delivering a service; it rarely excuses paying for one already delivered.
Check whether notice is required and how quickly. Many clauses require prompt written notice of the event, and failing to give it can forfeit the protection entirely. Check too whether the clause is mutual — it usually is, but a one-sided version protecting only the supplier does appear.
Why it matters for your business
This clause decides who carries the loss when something neither party caused disrupts the deal. A narrow trigger list combined with a long termination threshold can leave you bound to a contract nobody can perform.
See it in action
ContractClerk reports which events are covered, whether the protection runs both ways, what notice is required, and after how long either side can walk away.
Related terms
- Termination for Convenience — A one-sided convenience right converts what reads like an annual contract into a rolling monthly one — for you only.
- Limitation of Liability — The cap is the number that tells you your worst case.
- Notice Period — Missing a notice deadline is the most avoidable expensive mistake in contract management.
Is there a force majeure clause in your contract?
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Review your contract free →This is general information about how force majeure clauses usually work. It is not legal advice, and how a clause applies depends on the rest of the document and on where you are. For a high-stakes agreement, talk to an attorney.