Force majeure
Also known as: Acts of God, Excused performance
A clause that excuses a party from performing when specified extraordinary events make performance impossible or impractical.
What it is
A force majeure clause lists events that, if they occur and are outside a party's reasonable control, pause or excuse that party's obligations. Typical events include natural disasters, war, civil unrest, government action, pandemics, and large-scale infrastructure failures. The clause usually requires the affected party to notify the other promptly, to take reasonable steps to mitigate the impact, and to resume performance once the event ends. If the disruption lasts beyond a threshold, either party may often terminate.
Why it matters
Without a force majeure clause, a party whose performance becomes impossible must rely on general doctrines like frustration or impossibility, which are narrow and inconsistent across jurisdictions. A tailored clause gives both sides predictability: they know exactly which events are covered, what the notice and mitigation duties are, and how long the excuse lasts before the contract can be walked away from. The COVID-19 period made many legal teams painfully aware of how much rides on whether "epidemic" and "government order" were listed explicitly.
Typical language
An example of how this clause often reads — illustrative only, not a template:
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than obligations to pay money) to the extent that such failure or delay is caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, or failure of public utilities. The affected party shall notify the other party in writing promptly after becoming aware of the event and shall use reasonable efforts to mitigate its effects.
Common pitfalls
- Relying on a generic "acts of God" phrase without listing specific modern events like cyberattacks or pandemic-related shutdowns.
- Not excluding payment obligations — most clauses do not excuse paying money, only performing services.
- No notice requirement, so the other party only learns about the excuse after the fact.
- No termination right if the event drags on indefinitely, leaving the contract permanently suspended.
- Assuming force majeure covers mere economic hardship or supply-chain inconvenience — courts generally require something closer to impossibility.
Related clauses
Draft a contract with this clause
Open the drafting canvas with a starter prompt for force majeure. You can edit every line before anything is saved.
This explainer is general information and is not legal advice.