Excusable delays clause: Copy, customize, and use Instantly
Introduction
An excusable delays clause defines which delays in performance are permitted under the contract without penalty. It typically covers events outside a party’s reasonable control—such as natural disasters, government actions, or supply chain disruptions—and outlines the process for notification and extensions. This clause helps allocate risk fairly and ensures the agreement stays intact during unforeseen circumstances.
Below are templates for excusable delays clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard excusable delays clause
This version lists common excusable events and provides a general process for delay.
Neither party shall be liable for delays in performance caused by events beyond its reasonable control, including but not limited to acts of God, government restrictions, labor disputes, or supply shortages, provided the affected party gives prompt written notice and resumes performance as soon as reasonably possible.
Supplier-based delay clause
This version excuses delays caused by third-party suppliers or contractors.
Delays in performance due to failure or delay by suppliers, subcontractors, or service providers shall be excused if such delay is beyond the reasonable control of the affected party and all reasonable efforts were made to mitigate the impact.
Notice-required excusable delays clause
This version requires formal notice and proof of the delay.
A party claiming excusable delay must notify the other party in writing within five (5) business days of the event, describing the nature of the delay, its expected duration, and steps taken to minimize disruption. Failure to provide notice may void the right to claim delay.
Extended force majeure-style clause
This version integrates excusable delays with a broader list of force majeure events.
Performance shall be excused for delays caused by war, terrorism, epidemic, cyberattacks, or other force majeure events beyond the affected party’s control. Such delays shall not constitute a breach, provided timely notice is given and performance is resumed when feasible.
Cap on excusable delay clause
This version sets a maximum duration for excused delays before termination rights apply.
If an excusable delay exceeds thirty (30) consecutive days, either party may terminate this agreement upon written notice, with no further liability except for obligations accrued prior to termination.
Narrow excusable delays clause
This version only excuses delays for a limited set of causes.
A delay shall be excused only if caused by natural disasters, government-imposed shutdowns, or infrastructure failure, and only if such delay materially prevents performance despite reasonable efforts.
Mutual cooperation clause
This version promotes collaboration during excusable delays.
In the event of an excusable delay, both parties agree to work cooperatively to develop a revised performance schedule and minimize disruption to the agreement’s objectives.
Delays specific to government approvals
This version applies when performance is tied to external regulatory or permit processes.
Delays in performance caused by pending government permits, regulatory approvals, or compliance reviews shall be considered excusable, provided the affected party has timely submitted all required documentation and is not at fault for the delay.
Excusable delay with cost sharing
This version allows delays but splits added costs.
If an excusable delay results in increased costs, the parties shall negotiate in good faith to equitably share such costs, considering the nature and impact of the delay.
Time extension clause
This version explicitly grants extra time for excusable delays.
If a delay is excused under this section, the affected deadlines shall be extended for a period equal to the duration of the delay, unless otherwise agreed in writing.
Third-party intervention delay clause
This version excuses delays caused by interference from third parties not under either party’s control.
Delays resulting from third-party actions, such as property access restrictions, utility shutdowns, or injunctions, shall be deemed excusable if the affected party could not have reasonably foreseen or prevented the interference.
Pandemic-related delay clause
This version addresses delays tied specifically to pandemics and public health emergencies.
A delay caused by a pandemic, epidemic, or related governmental response shall be considered excusable if it materially affects the affected party’s ability to perform, provided reasonable mitigation efforts are undertaken.
Remote work transition delay clause
This version excuses delays during sudden shifts to remote work environments.
Performance delays resulting from an unplanned transition to remote work due to public emergencies or government orders shall be excused, provided the affected party makes good faith efforts to resume full performance.
Weather-specific delay clause
This version focuses on weather-related events impacting performance.
Severe weather events, including hurricanes, floods, snowstorms, or other acts of nature, shall excuse delay in performance to the extent such events prevent safe or reasonable completion of obligations.
Cyberattack delay clause
This version accounts for delays caused by cybersecurity incidents.
A party shall not be liable for delays caused by a cybersecurity breach, ransomware attack, or other malicious digital interference, provided reasonable security measures were in place and prompt remediation efforts are undertaken.
Transportation disruption clause
This version excuses delays from disrupted shipping, logistics, or transport.
Delays due to unanticipated transportation disruptions, including port closures, fuel shortages, or carrier strikes, shall be considered excusable if the affected party promptly notifies the other party and seeks alternate means of delivery.
Delay due to legal changes clause
This version applies to delays resulting from sudden legal or regulatory shifts.
If performance is delayed due to changes in applicable law, regulation, or governmental policy, such delay shall be excused for the time reasonably necessary to adjust operations in compliance.
Utilities interruption clause
This version excuses delays stemming from power, water, or internet outages.
Delays caused by utility interruptions, including outages in power, water, or internet access, shall be excused if such outages materially impact the affected party’s operations and are not due to its own fault or negligence.
IT systems failure delay clause
This version excuses delays due to internal system failures or outages.
A delay caused by failure of critical IT infrastructure, including software breakdowns or hardware malfunctions, shall be excused if the affected party promptly initiates corrective action and communicates a revised timeline.
Labor unrest clause
This version excuses delays caused by strikes, lockouts, or labor shortages.
Performance delays resulting from labor strikes, work stoppages, or unavailability of skilled labor shall be considered excusable if not caused by the affected party’s breach of labor obligations.
Unexpected site access issue clause
This version covers delays caused by not being able to access a job site or facility.
If a party is unable to access a required site or facility due to reasons beyond its control, including landlord restrictions or emergency evacuations, the resulting delay will be excused until access is restored.
Equipment failure clause
This version excuses delays caused by major equipment breakdowns.
Delays caused by the unexpected failure of essential equipment will be excused if the equipment was properly maintained and replacement or repair was promptly initiated.
Software update disruption clause
This version excuses delays caused by a failed software update or rollout.
A delay caused by the failure of a critical software update or platform transition will be excused if the update was necessary and reasonable efforts were made to minimize downtime.
Political unrest clause
This version excuses delays caused by civil unrest or political instability.
Delays resulting from riots, protests, or political instability that directly impact performance will be excused for as long as the disruption prevents reasonable operations.
Border closure clause
This version excuses delays caused by sudden border closures or travel bans.
If goods or personnel cannot be transported due to border closures, trade restrictions, or travel bans, the resulting delay will be considered excusable during the period of disruption.
Financial system outage clause
This version excuses delays in payment processing due to banking issues.
A delay in payment caused by a banking system outage or widespread financial infrastructure failure will be excused if the paying party resumes processing as soon as the issue is resolved.
Customs delay clause
This version excuses delays caused by goods being held at customs.
If goods are delayed in customs through no fault of the seller, such delay will be considered excusable until the goods are cleared and available for delivery.
Permitting backlog clause
This version excuses delays from slow government permitting.
If a required permit or license is delayed due to a government backlog or administrative delay, the resulting performance delay will be excused if all applications were timely filed.
Emergency declaration clause
This version excuses delays during declared emergencies.
Any delay caused by a local, state, or federal emergency declaration that prevents timely performance will be excused until the declaration is lifted and normal operations can resume.
Material shortage clause
This version excuses delays when key materials are unavailable.
If critical materials become unavailable due to a shortage or market disruption, the delay in performance will be excused until suitable materials can be sourced or substituted.
Safety-based delay clause
This version excuses delays made to protect employee or public safety.
A party may delay performance if continuing would create a credible safety risk to personnel or the public. Such delay will be excused while the risk is assessed and addressed.
Utility repair clause
This version excuses delays caused by utility providers performing repairs.
Delays resulting from utility repair work, such as water or power line maintenance by third parties, will be excused if the affected party was not responsible for the outage.
Supplier bankruptcy clause
This version excuses delays caused by a key supplier going out of business.
A delay caused by the unexpected bankruptcy or shutdown of a key supplier will be excused if a suitable replacement is actively being sourced.
Local ordinance delay clause
This version excuses delays caused by new municipal rules.
If a newly enacted local ordinance temporarily prevents performance, the delay will be excused until the party can reasonably adjust its operations to comply.
Fire damage clause
This version excuses delays due to fire at a facility.
A delay will be excused if caused by a fire at a facility used to perform the agreement, provided reasonable recovery efforts are promptly started.
Environmental hazard clause
This version excuses delays caused by contamination or hazardous conditions.
If a worksite or facility is deemed unsafe due to environmental contamination or hazardous conditions, any resulting delay will be excused until it is safe to resume operations.
Delay due to insurance processing
This version excuses delays while waiting for insurance approvals or payments.
A delay caused by the time required to process an insurance claim related to damage or loss will be excused if all necessary documentation was submitted promptly.
Protest-related transportation delays clause
This version excuses delays caused by street closures or disruptions from protests.
If transportation is delayed due to protest-related road closures or disruptions, the affected party will not be liable for the resulting delay during the period of disruption.
Wildlife disruption clause
This version excuses delays caused by protected species or wildlife.
If performance is delayed due to the discovery of protected wildlife or related environmental protections, such delay will be excused while necessary assessments or relocations occur.
Delay caused by testing or inspection
This version excuses delays due to extended third-party testing or inspections.
A delay will be excused if caused by required third-party inspections or product testing, provided the delay was not caused by incomplete or inaccurate submissions.
Natural resource restriction clause
This version excuses delays due to government-imposed resource restrictions.
If a party is unable to perform due to government-imposed restrictions on water, energy, or other natural resources, the delay will be excused for the duration of the restriction.
Temporary relocation clause
This version excuses delays due to the need to relocate operations.
If a party must temporarily relocate operations due to an emergency, the resulting delay will be excused until operations are safely re-established.
Outbreak among workforce clause
This version excuses delays caused by illness outbreaks within a team.
A delay in performance will be excused if a significant portion of a party’s workforce is affected by illness or quarantine, making timely performance unfeasible.
Court order delay clause
This version excuses delays caused by injunctions or legal orders.
If a court order or injunction temporarily restricts performance, the affected party’s delay will be excused until the restriction is lifted.
Temporary embargo clause
This version excuses delays resulting from embargoes or sanctions.
If performance is delayed due to an embargo or sanction on relevant goods or services, the delay will be excused until such measures are lifted or resolved.
IT security protocol delay clause
This version excuses delays due to mandatory internal security responses.
If internal security protocols require suspension of operations due to a suspected breach or data risk, the resulting delay will be excused while the issue is investigated and resolved.
Public transportation shutdown clause
This version excuses delays when employees cannot travel due to transit issues.
If a major public transit shutdown prevents employees from reaching the workplace, delays in performance will be excused while alternate arrangements are made.
Strike by third-party vendors clause
This version excuses delays due to external service provider strikes.
If a third-party vendor or logistics provider experiences a labor strike that affects delivery or service timelines, the resulting delay will be excused until the issue is resolved.
Construction moratorium clause
This version excuses delays during temporary construction bans.
If a temporary ban on construction is enacted by a local authority, delays in performance will be excused during the affected period.
Data migration delay clause
This version excuses delays tied to large-scale data transitions.
A delay will be excused if it results from a planned or unplanned data migration process that is necessary for ongoing performance, provided all reasonable efforts were made to complete the transition efficiently.
Evacuation order clause
This version excuses delays during government-mandated evacuations.
If performance is delayed due to an evacuation order from local or federal authorities, the delay will be excused until it is safe and lawful to return.
Critical staff unavailability clause
This version excuses delays when key personnel are unexpectedly unavailable.
If critical staff become unexpectedly unavailable due to emergency, illness, or other uncontrollable events, the delay will be excused until a qualified replacement is found.
Protest permit denial clause
This version excuses delays caused by denied permits for needed activity.
If a required permit for performance is denied due to protest or public opposition, the delay will be excused while alternative permitting options are explored.
Structural damage clause
This version excuses delays due to structural damage at a facility or site.
If structural damage makes a site unusable or unsafe, delays in performance will be excused until repairs are completed and operations can resume.
Temporary zoning restriction clause
This version excuses delays caused by short-term zoning changes.
If zoning restrictions temporarily prevent lawful performance at a location, the resulting delay will be excused for the duration of the restriction.
Mandatory quarantine clause
This version excuses delays caused by government-mandated quarantines.
If a party is unable to perform due to a mandated quarantine, the resulting delay will be excused for the required period, provided efforts are made to resume promptly.
Delay due to unplanned audits
This version excuses delays caused by surprise internal or regulatory audits.
If performance is delayed by an unplanned audit or regulatory review, the delay will be excused while documentation is produced and the audit completed.
Utility permit delay clause
This version excuses delays from delayed utility installation approvals.
If performance depends on new utility installations that are delayed due to permitting issues, the resulting delay will be excused until service is approved and active.
Military action clause
This version excuses delays caused by military conflict or intervention.
If military action or national defense measures interfere with the ability to perform, the delay will be excused for as long as the disruption prevents normal operations.
Currency freeze or banking control clause
This version excuses delays due to government-imposed financial controls.
If performance is delayed due to a freeze on currency transfers or restrictions on banking activity, the delay will be excused until the controls are lifted or adjusted.
Weather-dependent work clause
This version excuses delays when tasks require certain weather conditions.
If performance depends on specific weather conditions and such conditions are not met, the resulting delay will be excused until work can proceed safely and effectively.
Energy rationing clause
This version excuses delays due to government-imposed energy usage limits.
If government regulations limit energy use in a way that disrupts performance, the delay will be excused during the rationing period.
Transit permit suspension clause
This version excuses delays caused by suspended transport permissions.
If permits required for the transportation of goods or equipment are suspended by an authority, the resulting delay will be excused until valid permits are restored.
Emergency facility use clause
This version excuses delays when a facility is taken over for emergency use.
If a facility used for performance is temporarily designated for emergency response or public use, the resulting delay will be excused until access is restored.
Unplanned compliance investigation clause
This version excuses delays due to sudden compliance probes.
A delay will be excused if performance is paused due to an unexpected internal or external compliance investigation that must be resolved before operations continue.
Vendor system outage clause
This version excuses delays caused by outages in third-party platforms or tools.
If performance depends on a third-party platform that experiences a system-wide outage, the delay will be excused while the service is restored.
Delay due to civil service backlog
This version excuses delays caused by high-volume processing issues at public offices.
If a required government process is delayed due to agency backlog, the resulting delay will be excused if the necessary filings or requests were submitted on time.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.