Force majeure clause: Copy, customize, and use instantly
Introduction
A force majeure clause protects both parties from being penalized when unexpected events, like natural disasters or government actions, make it impossible to meet their contract responsibilities. It ensures fairness by accounting for situations beyond anyone’s control. These clauses are particularly important for contracts in industries or areas where disruptions are more likely.
Below are templates for different types of force majeure clauses. Pick the one that fits your situation, customize it, and include it in your agreement.
Standard force majeure clause
This clause provides a general definition of force majeure events and their impact on obligations.
Neither party will be liable for any delay or failure to perform its obligations under this agreement due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, strikes, pandemics, or government actions. The affected party must promptly notify the other party in writing and take reasonable steps to resume performance as soon as possible.
Broad force majeure clause
This clause includes an extensive list of force majeure events for maximum coverage.
Neither party will be held responsible for any delay or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, fires, floods, pandemics, wars, terrorism, cyberattacks, strikes, government actions, power outages, or supply chain disruptions. The affected party must notify the other party in writing within [insert time period] of the event and take all commercially reasonable steps to mitigate its effects.
Narrow force majeure clause
This clause limits the scope of force majeure events to specific situations.
Force majeure under this agreement is strictly limited to natural disasters, government-imposed restrictions, and acts of war or terrorism. The affected party must notify the other party within [insert time period] and provide reasonable evidence of the force majeure event.
Pandemic-specific force majeure clause
This clause addresses the impact of pandemics and related government actions.
Neither party will be liable for any failure or delay in performance due to pandemics, epidemics, or public health emergencies, including any government-mandated shutdowns or restrictions. The affected party must notify the other party promptly and work in good faith to minimize the disruption.
Supply chain disruption force majeure clause
This clause focuses on force majeure events related to supply chain issues.
Force majeure includes any supply chain disruptions caused by natural disasters, pandemics, transportation failures, labor strikes, or government actions. The affected party must notify the other party within [insert time period] and make commercially reasonable efforts to resolve the disruption.
Notice requirement force majeure clause
This clause emphasizes the importance of timely notice to invoke force majeure.
A party affected by a force majeure event must notify the other party in writing within [insert time period] of the event, detailing the nature of the event, its anticipated duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the loss of force majeure protection.
Termination-triggering force majeure clause
This clause allows either party to terminate the agreement if force majeure lasts too long.
If a force majeure event prevents performance for a period exceeding [insert time period], either party may terminate this agreement by providing written notice to the other party. Neither party will have further liability except for obligations accrued prior to termination.
Mitigation-focused force majeure clause
This clause requires affected parties to actively mitigate the impact of force majeure events.
A party invoking force majeure must take all reasonable steps to mitigate the effects of the event on its performance. This includes finding alternative methods to fulfill obligations where feasible. Failure to take such steps may invalidate the force majeure claim.
Force majeure with partial performance clause
This clause allows partial performance during force majeure events.
If a force majeure event prevents full performance, the affected party must perform its obligations to the extent possible. The unaffected party will remain obligated to accept partial performance, provided it meets reasonable standards.
Temporary suspension force majeure clause
This clause allows obligations to be paused during the force majeure event.
Obligations under this agreement will be temporarily suspended for the duration of the force majeure event. The affected party must resume performance as soon as the event ceases and notify the other party of the resumption in writing.
Exclusive remedy force majeure clause
This clause limits remedies for force majeure to those outlined in the agreement.
The remedies provided in this clause are the exclusive remedies available to the parties for any force majeure event. Neither party will be entitled to additional compensation or damages beyond what is specified here.
Industry-specific force majeure clause
This clause tailors force majeure to a specific industry or context.
For the purposes of this agreement, force majeure includes industry-specific events such as [insert examples, e.g., “aviation grounding orders” for the airline industry or “cybersecurity attacks” for technology agreements]. The affected party must notify the other party promptly and take steps to resume operations as quickly as possible.
Absolute impossibility force majeure clause
This clause limits the scope to situations where performance is entirely impossible.
Neither party will be liable for failure to perform any obligations under this agreement if such failure is due to events rendering performance absolutely impossible, including acts of God, government prohibitions, or total destruction of facilities required for performance.
Extended recovery period force majeure clause
This clause allows a defined recovery period after the force majeure event ends.
In the event of a force majeure, the affected party will have an additional [insert time period] to resume performance once the event ceases. Both parties agree to cooperate in good faith to minimize the impact during the recovery period.
Economic hardship exclusion force majeure clause
This clause excludes financial difficulty as a valid force majeure event.
Force majeure does not include financial hardship, changes in market conditions, or the inability to obtain financing. The affected party may only invoke force majeure for events beyond its control that directly impede performance.
Third-party failure force majeure clause
This clause accounts for failures by third-party providers.
Force majeure includes events caused by third-party providers that are critical to performance, such as suppliers, logistics providers, or subcontractors, provided such failures are due to events beyond their reasonable control.
Event-specific force majeure clause
This clause applies to a specific anticipated event or category of events.
The parties agree that [specific event or category, e.g., “cybersecurity attacks” or “wildfires”] constitutes a force majeure event under this agreement. The affected party must promptly notify the other party and take reasonable steps to mitigate its effects.
Regulatory changes force majeure clause
This clause focuses on government regulatory actions that affect performance.
Force majeure includes significant changes to laws, regulations, or government directives that materially impact a party’s ability to fulfill its obligations under this agreement. The affected party must provide written notice within [insert time period] of the regulatory change.
Voluntary suspension force majeure clause
This clause allows a party to suspend performance temporarily during a force majeure event.
During a force majeure event, the affected party may voluntarily suspend performance of its obligations, provided it notifies the other party in writing and resumes performance as soon as reasonably possible.
Force majeure extension clause
This clause automatically extends deadlines impacted by a force majeure event.
Any deadlines under this agreement that are affected by a force majeure event will be automatically extended by the duration of the event, plus an additional [insert time period] to allow for recovery.
Force majeure adjustment clause
This clause allows for renegotiation of terms during extended force majeure events.
If a force majeure event lasts longer than [insert time period], the parties agree to meet in good faith to renegotiate the terms of this agreement to account for the event’s impact on performance.
Multi-tiered force majeure clause
This clause categorizes force majeure events by severity and response.
Force majeure events are categorized as minor or major. For minor events, obligations may be delayed for up to [insert time period]. For major events, obligations may be suspended entirely, and the unaffected party may terminate the agreement if the event lasts more than [insert time period].
Regional force majeure clause
This clause applies to events limited to specific geographic regions.
Force majeure under this agreement includes events that occur in [specific region or jurisdiction] and directly impact the affected party’s ability to perform its obligations. Events occurring outside the specified region are excluded from this clause.
Technology-dependent force majeure clause
This clause addresses failures related to critical technology or systems.
Force majeure includes failures of critical technology, such as server outages, cyberattacks, or system malfunctions, provided the affected party has taken reasonable measures to prevent and mitigate such failures.
Nonperformance limitation force majeure clause
This clause clarifies that force majeure does not excuse prior nonperformance.
Force majeure will not apply to obligations that were already overdue or nonperformed before the force majeure event occurred. Only obligations directly impacted by the event are excused under this clause.
Cooperative response force majeure clause
This clause emphasizes collaboration during a force majeure event.
In the event of a force majeure, the parties agree to cooperate in good faith to minimize disruption and explore alternative methods of fulfilling their obligations under this agreement.
Shared burden force majeure clause
This clause splits costs and responsibilities during a force majeure event.
During a force majeure event, the parties will equally share any additional costs or expenses incurred as a result of mitigating the impact of the event, unless otherwise agreed in writing.
Notification escalation force majeure clause
This clause requires escalating communication during prolonged force majeure events.
If a force majeure event continues for more than [insert time period], the affected party must provide periodic updates every [insert interval] to the other party regarding the status of the event and its anticipated resolution.
Exclusion of anticipated events force majeure clause
This clause excludes events that were reasonably foreseeable at the time of the agreement.
Force majeure does not apply to events that were reasonably foreseeable or known to the parties at the time this agreement was executed, unless expressly agreed in writing.
Industry-specific labor strike clause
This clause directly addresses labor disruptions in specific industries.
Force majeure includes industry-wide labor strikes or lockouts that prevent the affected party from performing its obligations. Individual company labor disputes are not covered under this clause.
Environmental disaster force majeure clause
This clause focuses on natural disasters with environmental impacts.
Force majeure includes catastrophic environmental events such as wildfires, floods, hurricanes, or earthquakes that directly impact the affected party’s ability to perform under this agreement.
Government-mandated restrictions clause
This clause centers on legal restrictions imposed by authorities.
Force majeure includes government-imposed restrictions, such as embargoes, curfews, or shutdowns, that prevent either party from fulfilling its contractual obligations.
Force majeure with third-party coordination clause
This clause requires coordination with third-party vendors or stakeholders.
In the event of a force majeure, the affected party must coordinate with relevant third parties, including suppliers or contractors, to minimize the event’s impact on performance and resume obligations as soon as possible.
Delayed performance acceptance clause
This clause allows the unaffected party to accept delayed performance.
If a force majeure event causes delays in performance, the unaffected party agrees to accept delayed performance without penalties, provided the affected party fulfills its obligations within a reasonable timeframe.
Time-sensitive obligations exclusion clause
This clause excludes force majeure for obligations requiring strict timing.
Force majeure does not apply to time-sensitive obligations where delays would render performance moot, such as delivery deadlines for perishable goods or event-specific services.
Force majeure with risk transfer clause
This clause allows the unaffected party to take over certain obligations.
In the event of a force majeure, the unaffected party may elect to assume specific obligations of the affected party to ensure continuity, provided such assumption is reasonable and mutually agreed upon.
Temporary reassignment of obligations clause
This clause permits reassignment of obligations during the event.
If a force majeure event prevents performance, the parties may temporarily reassign affected obligations to a third party, with all related costs borne by the affected party.
Force majeure early termination clause
This clause allows termination at the outset of certain events.
Either party may terminate this agreement immediately upon the occurrence of a force majeure event if it is clear that the event will prevent performance for a period exceeding [insert time period].
Specific resource disruption clause
This clause focuses on force majeure events that disrupt critical resources.
Force majeure includes events that specifically disrupt access to critical resources such as water, electricity, fuel, or raw materials required to fulfill the obligations under this agreement.
Climate change-related force majeure clause
This clause addresses long-term disruptions caused by climate-related events.
Force majeure includes climate-related events such as rising sea levels, prolonged droughts, or severe weather patterns that directly prevent performance under this agreement. The affected party must notify the other party promptly and work to mitigate the long-term impact.
Cybersecurity breach force majeure clause
This clause covers the inability to perform due to a major cybersecurity breach.
Force majeure includes cybersecurity breaches or widespread system outages that disrupt the affected party’s ability to perform its obligations. The affected party must demonstrate that reasonable measures were in place to prevent such an event.
Public unrest force majeure clause
This clause addresses events caused by civil unrest or protests.
Force majeure includes civil unrest, large-scale protests, or riots that materially hinder the affected party’s ability to meet its contractual obligations. The affected party must notify the other party within [insert time period] and provide evidence of the disruption.
Utility infrastructure failure clause
This clause focuses on failures in critical utility infrastructure.
Force majeure includes failures in essential utility services such as water supply, power grids, or telecommunications infrastructure that prevent the affected party from fulfilling its obligations under this agreement.
Non-exclusive remedy force majeure clause
This clause allows other remedies alongside force majeure protections.
Force majeure does not limit the availability of other remedies under this agreement. The unaffected party may pursue alternative solutions, provided they act in good faith and in consultation with the affected party.
Insurance-dependent force majeure clause
This clause ties force majeure protection to the availability of insurance.
Force majeure applies only to events for which the affected party has secured reasonable insurance coverage. Any uninsured liabilities remain the responsibility of the affected party unless otherwise agreed.
Pandemic recovery clause
This clause accounts for post-pandemic recovery efforts.
Force majeure includes delays or failures caused by the aftermath of pandemics, such as workforce shortages, disrupted supply chains, or ongoing government restrictions. The affected party must take commercially reasonable steps to recover performance promptly.
Emergency access force majeure clause
This clause includes restrictions on emergency access to facilities.
Force majeure includes the denial of access to facilities due to emergency declarations, quarantines, or other government-imposed restrictions that prevent the affected party from fulfilling its obligations.
Localized disruption force majeure clause
This clause covers disruptions confined to a specific location.
Force majeure includes localized events, such as power outages, road closures, or facility shutdowns, that directly impact the affected party’s ability to perform under this agreement.
Industry-specific dependency clause
This clause addresses disruptions unique to an industry’s dependencies.
Force majeure includes industry-specific disruptions such as regulatory freezes, resource shortages, or technology bans that materially impact the performance of obligations under this agreement.
Military action force majeure clause
This clause covers disruptions caused by military conflict or mobilization.
Force majeure includes military actions, mobilizations, or conflicts that hinder the affected party’s ability to perform its obligations under this agreement. The affected party must provide notice within [insert time period] of the occurrence.
Extended government closure clause
This clause addresses prolonged government shutdowns.
Force majeure includes extended government shutdowns that delay or prevent regulatory approvals, inspections, or other actions required to fulfill the obligations under this agreement.
Renewable energy disruption clause
This clause accounts for renewable energy-specific events.
Force majeure includes disruptions in renewable energy supply chains, such as delays in turbine manufacturing, solar panel availability, or grid access, that directly impact performance under this agreement.
Interdependency clause
This clause applies when one party’s obligations are contingent on another’s performance.
Force majeure includes events affecting the interdependent obligations of either party. If the inability of one party to perform arises from a force majeure event, the corresponding obligations of the other party will also be excused.
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.