Clause guide
Force Majeure clause: meaning, risks, and what to negotiate
Excuses one or both parties from performing obligations when extraordinary events outside their control occur.
What it means
Force majeure clauses determine what happens when major events disrupt a contract. Without clear wording, parties may still be legally required to perform even when circumstances make performance extremely difficult or impossible.
Common risks
- • The clause may be too narrow and not cover real disruptions.
- • The other party may be excused while you still carry obligations.
- • Payment obligations may still apply even if services cannot be delivered.
What to check before signing
- • What events are included (natural disasters, pandemics, war, etc.)?
- • Are both parties protected equally?
- • Does the clause allow termination if the event lasts too long?
Negotiation ideas
- • Add modern events such as pandemics or government shutdowns.
- • Ensure payment obligations pause during force majeure events.
- • Add a right to terminate if the disruption continues for a long period.
Example clause
“Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, government actions, or labor disruptions.”
Frequently asked questions
Does force majeure cancel a contract?
Not automatically. It usually pauses obligations temporarily unless the disruption lasts long enough to trigger termination rights.
Related clauses
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