What Is a Force Majeure Clause?

Definition: Frees both parties from liability or obligation when an extraordinary event or circumstance beyond their control occurs.

Sometimes headed “Excusable Delay,” “Acts of God,” or “Events Beyond Reasonable Control.”

What this clause actually does

A force majeure clause is a contractual allocation of disruption risk. It does three separate jobs, and each is worth reading on its own:

1. The event list — which circumstances count.
2. The effect — what happens when one occurs: the affected obligation is suspended, time for performance extends, liability is excused, and sometimes a right to terminate arises if the disruption runs long.
3. The conditions — notice within a stated period, evidence, a duty to mitigate, and a duty to keep performing whatever you still can.

People remember the heading and skip the list. The list is the clause.

Where it bites

• Your actual risk is not on the list. Supplier failure, subcontractor default, labour shortage, a cyber incident, a shipping or port bottleneck, a component allocation, currency and input-cost movements — these are frequently excluded by name, or simply absent from a closed list.
• The threshold is “prevented,” not “harder.” Most clauses excuse performance that has become impossible, not performance that has become expensive. A cost shock usually does not qualify unless the clause says it does.
• It is one-sided in effect. A very common pattern: delivery obligations are suspended, and payment obligations expressly continue. Read the sentence after the event list — that is where this lives.
• Notice is a condition, not a courtesy. If notice within a stated number of days is drafted as a condition precedent to relief, missing it can cost you the protection even for a real and serious event.
• Only one side can terminate. A right to walk away after a long suspension is often held by the drafter alone.
• The clause does not extend the date. If it excuses liability but does not expressly extend time for performance, you may still be late when the event ends.
• Its neighbours decide the cost. Force majeure interacts directly with time is of the essence and with liquidated damages. If a per-day delay rate keeps accruing during an excused event, the excuse was worth very little.

What to negotiate

• Make it mutual and reciprocal, covering both sides' obligations.
• Name the events that are realistic for your operation. Epidemic or pandemic; government action, embargo or sanction; utility, telecoms or internet failure; a cyber incident affecting either party or a key supplier; transport, port or customs disruption; failure of a supplier or subcontractor that is itself affected by a qualifying event; industrial action other than by your own workforce.
• Add a genuine catch-all — “any other event beyond the reasonable control of the affected party” — rather than relying on a closed list to have anticipated the future.
• Widen the trigger if it matters to you from “prevented” to “prevented, hindered or materially delayed.”
• Suspend both sides. If delivery pauses, payment for undelivered work should pause too.
• Extend time expressly, day for day, for the duration of the event and a reasonable recovery period.
• Make notice a duty with a workable window, not a condition precedent that forfeits relief.
• Add a mutual termination right if suspension exceeds a stated period, so neither side is trapped indefinitely.
• Stop the penalty clock. State that liquidated damages and default interest do not accrue during an excused period.
• Impose mitigation on both sides, with a duty to keep the other informed.

What a reasonable version looks like

Mutual; a named list of events plus a catch-all; a practical notice period drafted as an obligation; both sides' obligations suspended for the duration, including payment for work not delivered; time for performance extended day for day; penalties and default interest paused; a mutual right to terminate after an extended suspension; and a mitigation duty on both parties.

What to push back on hardest

• A one-way clause that excuses their performance and not yours.
• A closed event list with no catch-all.
• Payment obligations expressly continuing while delivery is suspended.
• A notice window so short it is easy to miss, drafted as a condition of relief.
• A termination right held by only one side.
• An event list that excludes precisely the risks your operation actually runs.
• Wording that also releases claims that arose before the event.

Questions worth asking before you sign

• Is the disruption my business is actually exposed to on this list?
• Is there a catch-all, or is the list closed?
• Is the clause mutual?
• If you cannot deliver, do I still have to pay?
• Does time for performance extend, or only liability?
• Do delay damages keep accruing during an excused event?
• How long before either of us can walk away — and is it both of us?
• How quickly must I give notice, and what happens if I am late?

Related clauses

• “Time is of the essence”
• Liquidated damages
• Termination for convenience

Not legal advice. What's My Contract is not a law firm, and this page is general information about how a clause of this type is usually written — not advice about your contract, and not a statement of the law in any particular place. How a clause is read, and whether it can be relied on, depends on where you are, what the rest of the agreement says, and facts a general explainer cannot know. Before you sign, refuse, or act on any clause, have a lawyer licensed in your jurisdiction read your actual document.