Force Majeure

A force majeure clause is a contractual provision that excuses a party’s performance when extraordinary events—like natural disasters, wars, pandemics, or government actions—make it impossible or impractical to fulfill obligations.

The term force majeure (French for “superior force”) defines circumstances outside a party’s reasonable control. These clauses specify which events qualify, how notice must be given, and what happens to the parties’ obligations during disruption.

Why Force Majeure Matters

Force majeure provisions balance fairness and predictability in contracts. Without them, a business might face penalties for failing to perform due to uncontrollable events. Properly drafted force majeure clauses protect both parties, clarify obligations during crises, and reduce litigation risk.

Key elements typically include:

• A clear list of qualifying events
• Notification procedures and required timelines
• Duration of suspension and termination rights
• Exclusions (e.g., foreseeable labor shortages or financial hardship)

Best Practices for Force Majeure

1. Tailor the clause to the industry and geography.
2. Review coverage regularly to address emerging risks (e.g., cyberattacks).
3. Require written notice and proof of impact.
4. Include procedures for mitigation and resumption of work.
5. Document all communications related to force majeure events.