What it is
A force majeure clause excuses performance when an extraordinary event (war, natural disaster, pandemic, government order) makes it impossible. Modern clauses also list pandemic, cyberattack, and supply-chain failure explicitly.
Why it matters
Post-2020, courts read these clauses narrowly — if the listed events don't include the situation, you may still owe performance. The clause often only protects one party (typically the supplier).
Sample clause language
"Neither party shall be liable for any failure to perform due to causes beyond its reasonable control, including acts of God, war, pandemic, or government action."
What it really means: Mutual and lists pandemic — reasonable. But check the notice requirement, the duration of suspension, and whether either side can terminate after a long disruption.
Red flags
- Only one side can invoke force majeure
- No pandemic, cyberattack, or supply-chain language
- No notice requirement
- No termination right after a long disruption
Fair / acceptable
- Mutual
- Modern event list (pandemic, cyber, supply chain, gov action)
- Notice requirement (e.g., 10 days)
- Right to terminate if disruption exceeds 30–60 days
How to negotiate
- Make it mutual
- Add modern events explicitly
- Add a termination right after extended disruption
Frequently asked questions
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Not legal advice. For informational purposes only.