Force Majeure Clause Example: A Practical Drafting Guide
Think of a force majeure clause as the emergency escape hatch in your contract. It’s the language that protects everyone involved when a catastrophic, unforeseen event makes it impossible for someone to hold up their end of the bargain.
The term itself is French for "superior force," and it’s designed to excuse performance when you’re hit with something truly unavoidable. A basic force majeure clause example often looks something like this:
"Neither party shall be liable for any failure to perform its obligations where such failure results from any cause beyond its reasonable control, including but not limited to, acts of God, war, terrorism, or natural disasters."
Even that simple sentence forms the foundation of a critical contractual safeguard.
Understanding Force Majeure in Modern Contracts
In a world of interconnected supply chains, geopolitical surprises, and global health crises, these clauses have never been more important. They've moved from boilerplate afterthoughts to front-and-center risk management tools for everyone from solo freelancers to multinational corporations.
Getting a handle on how they work is no longer just for lawyers; it's essential for anyone running a business.
The Core Purpose of the Clause
At its heart, a force majeure provision is all about allocating risk. When an extraordinary event blows up your plans, this clause decides who has to bear the financial and operational fallout.
Without it, a party unable to ship goods because of a hurricane or a government-mandated shutdown could be found in breach of contract. That’s a massive liability for something completely out of their control.
This guide will move past the dry, academic definitions and get straight to the practical side of things. We’re going to break down the key components you need to understand, giving you actionable knowledge you can use the next time you’re drafting or reviewing a contract.
A well-drafted force majeure clause is not a "get out of jail free" card. It's a carefully negotiated shield against events that are genuinely beyond a party's control and couldn't have been reasonably anticipated or prevented.
To get started, let’s quickly break down the essential pieces of a force majeure clause. The table below gives a high-level look at what these clauses typically cover, what they exclude, and the key components to watch for.
Force Majeure at a Glance
| Component | Description & Common Examples | What It Is Not |
|---|---|---|
| Covered Events | Specifies what qualifies as a “superior force.” Examples: Acts of God (hurricanes, floods), war, terrorism, epidemics, government action (shutdowns, embargoes). | Not a list of minor inconveniences. Economic hardship or a bad business decision doesn’t count. |
| Causation & Impact | The event must directly prevent or delay performance. It’s not enough for the event to just happen; it must be the reason for the failure to perform. | Not an excuse for poor planning. If an alternative was reasonably available, the clause may not apply. |
| Obligations | Defines the required actions once an event occurs. Examples: Provide timely notice to the other party, mitigate damages, and resume performance as soon as possible. | Not a “get out of contract free” card. It typically pauses obligations, not terminates them permanently (unless the delay is prolonged). |
| Exclusions | Events or circumstances that are explicitly not covered. Examples: Labor disputes specific to one party, failure of subcontractors, or economic downturns. | Not a catch-all for any business problem. It is meant for genuinely external and unforeseeable events. |
This table sets the stage for a deeper dive. Next, we’ll explore the legal pillars that give a force majeure clause its real strength and enforceability in the courtroom.
The Four Legal Pillars of a Strong Clause
For a force majeure clause to be more than just ink on a page, it has to stand on four legal pillars. Think of these as the practical tests a court will apply to see if your clause actually holds up under pressure. They aren’t just abstract legal theory; they’re the difference between a clause that works and one that doesn’t.
Understanding these is the key to evaluating any force majeure clause example. The four pillars are:
- Unforeseeability: The event couldn’t have been reasonably anticipated.
- Uncontrollability: The event was entirely beyond the party’s control.
- Causation: The event directly prevented or delayed performance.
- Mitigation: The affected party took reasonable steps to minimize the damage.
Let’s break down exactly what each of these means for your contract.
Pillar 1: Unforeseeability
This is the cornerstone of any force majeure claim. At the time you signed the contract, the event must have been genuinely unexpected. A hurricane hitting Florida in August? That’s a foreseeable business risk. A freak snowstorm that shuts down Miami for a week? That’s a lot closer to unforeseeable.
The COVID-19 pandemic permanently shifted this standard. Before 2020, very few contracts explicitly listed “pandemic” as a force majeure event. Now, its potential is a known risk, making it far more “foreseeable” and underscoring why you can’t rely on generic language anymore.
Pillar 2: Uncontrollability
The second pillar is simple: the event had to be completely outside of your influence. You can’t cause the problem and then claim protection from it. For instance, a company-wide labor strike that results from your own management decisions is almost never a force majeure event. You had a hand in creating the situation.
But a nationwide general strike that paralyzes all transportation? That would likely qualify, as it’s a widespread event beyond the control of any single business.
The core idea is simple: a force majeure clause is a shield against external chaos, not a safety net for internal failures or poor business decisions. It protects you from the truly unavoidable.
Pillar 3: Causation
This pillar is all about proving a direct link. It’s not enough for a qualifying event to happen; you have to show that this specific event was the direct cause of your inability to perform your duties.
If a flood shuts down your only factory, you have a clear causal link. But what if the flood happened 100 miles away and only made your shipping route 10% more expensive? A court would likely find that performance wasn’t impossible, just more difficult or costly, which typically isn’t enough to trigger the clause.
Pillar 4: The Duty to Mitigate
Finally, you can’t just throw your hands up, invoke force majeure, and walk away. The law requires you to take reasonable steps to minimize the fallout—this is the duty to mitigate. This means you have to be actively seeking alternative suppliers, finding different shipping methods, or at the very least, keeping the other party in the loop.
Ignoring this can be fatal to a claim, even if the event itself was legitimate. The 9/11 terrorist attacks tested force majeure clauses across the board, leading to a 25-30% spike in claims from industries like airlines and hotels. Yet, court data shows only about 35% of these succeeded. A major reason for failure? Procedural missteps like not giving timely notice or failing to show mitigation efforts. One of the clearest lessons from cases in that era was that a valid event doesn’t save you if you don’t follow the rules of the contract. To see how these arguments played out in court, you can explore detailed analyses of post-9/11 force majeure cases.
Real-World Force Majeure Clause Examples Dissected
Alright, we’ve covered the theory. Now let’s see how these clauses actually work in the wild. A force majeure clause example is never a one-size-fits-all solution; it has to be molded to the specific deal you’re working on. The simple language that works for a basic service agreement would be dangerously thin for a high-stakes international supply contract.
To make this tangible, we’ll break down three distinct examples, starting with a bare-bones framework and building up to a highly protective, comprehensive provision. Each one shows different strategic choices and how a few words can completely change your risk profile.
This diagram visualizes the four core legal pillars—unforeseeability, uncontrollability, causation, and mitigation—that give any force majeure clause its structural integrity.
As you can see, a successful claim isn’t about just one thing going wrong. It’s a chain of all four elements working together to justify why a party couldn’t perform.
Example 1: The Basic Clause
First up, a simple force majeure clause you might find in low-risk service agreements or local contracts where the world of potential disruptions is much smaller.
Neither party shall be liable for any failure to perform its obligations where such failure is a result of Acts of God (e.g., fire, flood, earthquake), war, or governmental action. The affected party must provide written notice within ten (10) days of the event.
This clause gets straight to the point. It covers the absolute basics with a short, non-exhaustive list of catastrophic events.
- Strengths: It’s clear, concise, and easy for anyone to understand. That makes it perfect for simple agreements where you don’t need to spend weeks negotiating every detail.
- Weaknesses: Its simplicity is also its biggest flaw. Vague terms like “governmental action” are left wide open to interpretation. More importantly, it completely misses modern risks like pandemics, cyberattacks, or supply chain meltdowns.
- Best For: Simple, short-term contracts. Think of a freelance graphic design project or a one-time catering gig for a local event.
Example 2: The Balanced Clause
Next, let’s look at a more robust version, the kind you’d typically see in SaaS agreements, commercial leases, or ongoing supply contracts. This example adds more detail and procedural clarity, which is crucial.
A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders, pandemics, epidemics, or other similar calamities. The party experiencing the force majeure event shall give notice to the other party within thirty (30) days of said event and shall use diligent efforts to end the failure or delay and ensure the effects are minimized.
This version is a significant upgrade. It expands the list of covered events to include more current business risks like pandemics and labor disputes. It also wisely introduces the duty to mitigate (“use diligent efforts”).
That addition is a game-changer because it clarifies responsibilities. A party can’t just throw up their hands and walk away; they have to actively try to fix the problem. The 30-day notice period is also a more realistic timeline for complex situations.
Example 3: The Comprehensive Clause
Finally, let’s analyze a comprehensive force majeure clause built for high-value international trade, major construction projects, or manufacturing deals where the stakes are incredibly high.
A “Force Majeure Event” means any event or circumstance which is beyond the reasonable control of a party and which results in that party being unable to perform its obligations. Such events include, but are not limited to:
- Natural disasters, including fire, flood, earthquake, hurricane, or epidemic.
- War, hostilities, invasion, act of foreign enemies, or terrorism.
- *Governmental action, including laws, regulations, embargoes, sanctions, or the imposition of new tariffs resulting in a material cost increase of over 15%.*
- Widespread interruption of essential utilities or transportation networks.
The affected party shall provide written notice within 15 days, detailing the event and its expected duration. During the event, obligations are suspended. If a Force Majeure Event continues for more than ninety (90) consecutive days, the non-affected party may terminate this Agreement without penalty.
This is the gold standard for managing risk. By explicitly including things like tariffs with a specific cost threshold, it directly addresses modern economic risks that can cripple a project.
Even better, it defines a clear path forward. It outlines not just the suspension of duties but also a termination right if the disruption drags on. This prevents a situation where one party is stuck in limbo indefinitely, which is a critical protection in any long-term, high-value relationship.
Why Vague Wording Can Cost You Everything
In contract law, precision is your best defense. A poorly written force majeure clause—one filled with vague, generic language—is often worse than having no clause at all. It creates a false sense of security that crumbles the moment a real crisis hits, leaving you completely exposed to financial and operational risk.
The COVID-19 pandemic offered a brutal, worldwide lesson on this exact point.
Businesses that relied on old, boilerplate clauses with dusty terms like “Act of God” were often left scrambling. When they tried to invoke the clause because of government shutdowns or shattered supply chains, many courts were unsympathetic. The ruling was often the same: because the clause didn’t explicitly list “pandemic,” “epidemic,” or “government-mandated shutdown,” the event simply wasn’t covered. Relying on a vague, catch-all phrase just wasn’t enough.
The High Cost of Ambiguity
The sheer scale of the disruption led to a massive surge in force majeure claims. As COVID-19 swept across the globe in early 2020, the legal system braced for impact. By April 20, 2020, China’s Council for the Promotion of International Trade had already issued 7,004 force majeure certificates, covering contracts worth nearly $97 billion.
But here in the U.S., the success rate for these claims hovered below 30% in reported cases. The primary reason? The contracts lacked specific, pandemic-related language. You can dig into how courts analyzed these claims in a report from the Chicago Fed.
This data tells a harsh story: when push comes to shove, specificity wins. A generic force majeure clause example is just an invitation for a costly legal battle, with the odds stacked firmly against the party trying to get out of their obligations.
Vague wording creates ambiguity, and in contract disputes, ambiguity creates expensive arguments. Proactive, precise drafting is not just a best practice—it is an essential defense against future uncertainty.
From Vague to Valuable
So, how do you avoid this trap? The key is to shift your mindset from reactive, generic language to proactive, specific terms. Instead of just listing “government action,” think about defining it to include things like embargoes, sanctions, or specific regulatory shutdowns relevant to your industry.
This takes a bit more foresight and planning during the drafting phase, but it’s worth it. Mastering the principles of legal writing in plain English is an invaluable skill for avoiding these pitfalls in any critical contract provision. Clarity doesn’t just prevent disputes; it strengthens business relationships by making sure everyone understands their rights and obligations when the unexpected finally happens.
A Practical Checklist for Drafting Your Clause
It’s time to move from theory to action. A truly effective force majeure clause isn’t something you pull from a generic template; it’s built by thinking like a risk manager about your specific agreement and its unique weak spots.
This checklist walks you through the key questions to ask as you draft and negotiate. The goal here is to craft a clause that’s clear, specific, and perfectly matched to the real-world risks of your project. Answering these questions now will save you from a world of expensive disputes later.
Defining the Triggering Events
The core of any force majeure clause is the list of events that can actually trigger it. Just dropping in a vague “Acts of God” list is a recipe for a courtroom battle. You have to get specific and tailor the list to the context of your deal.
Ask yourself these critical questions:
- What are the most likely disruptions? Think about industry-specific risks, like supply chain failures for a manufacturer. Then consider geographic vulnerabilities, like hurricanes for a coastal business or heavy snowstorms in the north.
- Should economic events count? Historically, they were left out. But in modern international trade, it often makes sense to include events like the sudden imposition of new tariffs or crippling trade embargoes.
- Is the language specific enough? Don’t settle for “government action.” Replace it with precise terms like “government-mandated shutdowns, quarantine orders, or new trade restrictions.” The more specific you are, the less room there is for argument.
Establishing Clear Procedures
Knowing what triggers the clause is only half the battle. You also need to spell out the exact process everyone must follow when a force majeure event happens. Without a clear playbook, even a valid claim can fall apart.
A well-drafted clause operates like a clear emergency protocol. It tells everyone involved exactly what to do, when to do it, and what happens next, removing panic and confusion from the equation.
Focus on nailing down these procedural steps:
- Notification Requirements: How long does the affected party have to give notice—10, 15, or 30 days? Who gets the notice, and what information must it include?
- Duty to Mitigate: You have to state that the impacted party must use “commercially reasonable” or “diligent” efforts to fix the problem and minimize the damage. Don’t leave this implied.
- Consequences and Remedies: So, the clause is triggered. Now what? Are obligations just paused? Or can the contract be terminated if the disruption drags on for a set period, like 90 consecutive days?
Crafting these rules demands careful foresight. For those looking to get this right without starting from scratch, tools like an AI for Force Majeure Clauses can be a huge help, flagging potential risks and suggesting precise language. This turns your clause from a legal formality into a powerful, real-world risk management tool.
Common Questions (and Straight Answers) About Force Majeure
Even with a solid grasp of the basics, a few tricky questions always pop up when you’re in the trenches with a force majeure clause. This is where theory meets reality. Let’s walk through the most common ones so you can handle these situations with confidence.
Think of this as your quick-reference guide for the nuances that can make or break a claim.
Is a Bad Economy or Financial Hardship a Force Majeure Event?
Almost always, the answer is no.
Force majeure is designed for events that make performing your contractual duties impossible or illegal, not just more expensive or less profitable. Courts are extremely hesitant to let a party walk away from a deal just because it turned into a financial loser. That’s considered a normal business risk you’re expected to anticipate.
For an economic downturn to count, you would need to have explicitly listed it in the contract—which is incredibly rare. The clause is meant to cover external, uncontrollable events like a factory burning down or a government banning trade, not a market that simply went south.
What’s the Difference Between Force Majeure and an “Act of God”?
This one’s a classic. An “Act of God” clause is a much narrower concept. It’s really just a subset of force majeure.
Think of it this way: “Acts of God” typically only cover natural disasters where there’s no human hand involved—earthquakes, hurricanes, floods, and the like.
A force majeure clause, on the other hand, is the whole toolbox. It includes Acts of God but also covers a wide range of human-caused disruptions.
A well-drafted clause will often include a whole spectrum of events:
- Wars and terrorist acts
- Widespread strikes or labor disputes
- Government shutdowns or quarantines
- Epidemics and pandemics
Because it covers a much wider range of potential problems, a proper force majeure clause offers far more protection than a simple Act of God provision.
A Force Majeure Event Just Happened. What Do I Do First?
Move fast and follow the rules. The moment a qualifying event hits, your first move is to grab the contract. Read the force majeure clause word for word to confirm the event is covered and, just as importantly, to understand the exact procedure you have to follow.
The single most important step is giving timely written notice to the other party. If your contract says you have 10, 15, or 30 days to notify them, that deadline is non-negotiable. Missing it can kill your claim entirely, even if the event was completely legitimate.
Your notice needs to be clear. It should identify the event, explain precisely how it’s stopping you from performing, and describe what you’re doing to mitigate the damage. At the same time, document everything. Collect government orders, emails from suppliers, photos of the damage—any piece of evidence that proves the event happened and directly caused your failure to perform. This paperwork will be your best friend if your claim is ever challenged.
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