What is a force majeure clause?
A force majeure clause can excuse delayed or missed obligations when extraordinary events beyond a party's control occur. This guide explains what force majeure means in practice, common wording, and what to check before you sign.
Explain my force majeure clauseOn this page
How it works
Upload the contract or agreement
No account needed. Drag and drop or click to upload.
The system identifies force majeure language
Covered events, notice requirements, effects, and exclusions are surfaced automatically.
You get a plain-language explanation before signing
Use it to understand which events are covered and what happens if one occurs.
What a force majeure clause means
A force majeure clause is a contract term that excuses, suspends, or delays a party's obligations when an extraordinary event beyond that party's reasonable control prevents performance. It can appear in service agreements, supply contracts, leases, event contracts, and many other agreements.
The practical question is not just whether a force majeure clause exists, but which events it actually names or covers, what a party must do when one occurs, and what the consequences are, such as a delay, a suspension, or a right to terminate. A narrow clause might list only a few specific events. A broad one can cover almost anything beyond a party's control, including a general catch-all.
What force majeure means in practical terms
In practical terms, force majeure means that when a qualifying event happens, a party is not treated as being in breach for failing to perform, or for performing late, as long as the failure was actually caused by that event. It is not a general excuse for poor planning, financial difficulty, or a bad deal.
Whether an event qualifies depends entirely on the specific wording of the clause, and often on whether the event was foreseeable when the contract was signed, and whether the affected party took reasonable steps to avoid or mitigate the impact.
Why contracts include force majeure clauses
Allocating risk for extraordinary events
Force majeure clauses let parties agree in advance how the contract handles events that neither side caused or controls, instead of arguing about it after the fact.
Protecting against unfair liability
Without this clause, a party could technically be in breach for a delay caused entirely by an outside event, such as a natural disaster or a government shutdown order.
Setting clear rules for what happens next
A well-drafted clause explains what a party must do when an event occurs, such as giving notice, and what the consequences are, such as suspension or termination.
Encouraging performance where possible
Most clauses expect the affected party to keep trying to perform, or to mitigate the impact, rather than simply walking away from the contract.
Force majeure clauses can be one-sided or vague, which is one of the patterns covered in contract red flags.
Common events covered and why wording matters
Natural disasters and acts of God
Earthquakes, floods, hurricanes, wildfires, and similar events are among the most commonly listed force majeure events.
War, terrorism, and civil unrest
Armed conflict, acts of terrorism, riots, and similar events are frequently named as qualifying events.
Government action and changes in law
Shutdown orders, new regulations, export or import restrictions, and embargoes can trigger a force majeure clause if they are listed or covered.
Labor disputes and strikes
Some clauses cover strikes, lockouts, or labor shortages, though this is sometimes excluded when the affected party's own workforce is involved.
Pandemics and public health emergencies
Epidemics, pandemics, and quarantine orders may be covered, but many older contracts never mentioned them explicitly, which became a widely reported issue during COVID-19.
Utility, infrastructure, and supply failures
Power outages, internet or telecom failures, and supply chain disruptions are sometimes included, sometimes excluded, depending on the drafting.
The exact list matters more than the general concept. A clause that lists specific events narrowly may not cover something unlisted, while a clause with a broad catch-all phrase, such as "including but not limited to," can extend to events the parties never explicitly named.
Common force majeure wording and what it can mean
"Acts of God"
Typically refers to natural events outside human control, such as earthquakes, floods, or storms, and is often one item within a longer list.
"Beyond the reasonable control of the affected party"
A general qualifying phrase that limits the clause to events the party could not have reasonably prevented or avoided.
"Including but not limited to"
This catch-all language can extend coverage to events not specifically listed, making the clause broader than the named examples suggest.
"Commercially impracticable" or "impossible"
Sets a threshold for how severe the impact must be, which can be a high bar. Mere inconvenience or increased cost is usually not enough on its own.
"Shall use commercially reasonable efforts to mitigate"
Places an ongoing duty on the affected party to reduce the impact of the event, rather than simply stopping all performance.
What happens when a force majeure event occurs
When a qualifying event happens, the affected party typically needs to notify the other party, explain how the event is affecting performance, and take reasonable steps to reduce the impact where possible. The clause usually spells out these steps as conditions for relief, rather than something automatic.
If the requirements are met, the immediate result is usually that the affected obligations are suspended or delayed for as long as the event continues, without the affected party being treated as in breach. What happens after that, including whether the contract can eventually be terminated, depends on the specific clause.
Notice requirements and contractual obligations
Written notice within a set period
Many clauses require notice within a specific number of days after the event starts, such as 5, 10, or 30 days.
A description of the event and its impact
Notice usually needs to explain what happened and which obligations are affected, not just that something went wrong.
An estimate of the expected duration
Some clauses ask for a good-faith estimate of how long the event, and its impact on performance, is expected to last.
An ongoing duty to mitigate and update
The affected party is often expected to keep trying to reduce the impact and to keep the other party informed as the situation changes.
Record-keeping to support the claim
Keeping documentation of the event and the steps taken can matter if the other party later disputes whether force majeure applied.
Notice as a condition for relief
In some contracts, missing the notice deadline can mean losing the right to rely on the clause at all, even if the event itself would otherwise qualify.
Suspension, delay, termination, and other possible effects
Suspension of the affected obligations
Performance of the specific obligations affected by the event is paused for as long as the event continues.
Extension of deadlines
Deadlines may be pushed back by the length of the delay, so the affected party is not penalized for time lost to the event.
No liability during the event
The affected party is typically shielded from damages or breach claims tied specifically to the delay, while the clause applies.
Right to terminate after a prolonged event
Some clauses allow either party to terminate if the event continues beyond a stated period, such as 30, 60, or 90 days.
Obligation to resume performance
Once the event ends, the affected party is usually expected to resume performing as normal, sometimes within a set timeframe.
Payment obligations may still apply
Some clauses specifically carve out payment duties, meaning money owed may still be due even while other obligations are suspended.
Exclusions and limits to watch for
Foreseeable events
Some clauses exclude events that were reasonably foreseeable when the contract was signed, which can limit protection for recurring or predictable risks.
Financial hardship or a bad bargain
Increased costs, a market downturn, or a contract that simply became less profitable are generally not force majeure events on their own.
Self-caused or avoidable events
An event caused or worsened by the affected party's own failure to plan, maintain equipment, or follow procedures is often excluded.
Payment carve-outs
Many clauses state that the duty to pay money is not excused by force majeure, even when other obligations are suspended.
A genuine "beyond reasonable control" threshold
Mere inconvenience, added cost, or a difficult situation is usually not enough; the event generally needs to actually prevent performance.
One-sided drafting
Some clauses are written to protect only one party, or to apply more easily to one side's obligations than the other's.
Questions to ask before signing
- Which specific events are listed, and is there a broad catch-all phrase?
- What notice is required, and within how many days?
- Are payment obligations excused, or specifically carved out?
- What happens if the event continues for a long time: suspension, delay, or termination?
- Does the clause apply equally to both parties, or only one?
- Is there a duty to mitigate, and what does that require in practice?
Potential warning signs
- The list of covered events is vague or extremely narrow
- There is no notice requirement, or the deadline is unreasonably short
- Payment obligations are never mentioned as an exclusion
- The clause only protects one party
- There is no termination right even after a long delay
- Foreseeable or common risks for your industry are not addressed
Practical examples
Small manufacturer
A flood damages a supplier's facility, delaying delivery of raw materials. Key checks: whether "natural disaster" is listed and whether the delay triggers suspension or just an extended deadline.
Event venue
A government order forces a venue to close temporarily, preventing a scheduled event from happening. Key checks: whether government action is covered and what refund or rescheduling terms apply.
Construction contractor
A war-related export restriction cuts off a key building material. Key checks: whether the clause covers government trade restrictions and whether deadlines are automatically extended.
Independent consultant
A personal medical emergency delays delivery of a project. Key checks: personal circumstances are typically not covered by force majeure, since the clause usually applies to external, non-personal events.
A simple example of how a force majeure clause could affect someone
Imagine a small events company signs a venue contract for a conference, with a force majeure clause covering "government orders, natural disasters, and other events beyond a party's reasonable control." If a government health order forces public venues to close shortly before the event, the company may be able to invoke the clause to suspend its obligations without being treated as in breach, provided it gives the required notice.
If that same clause carved out payment obligations, however, the company could still owe a deposit or cancellation fee despite the event being genuinely beyond its control. This is why reviewing what the clause actually excuses, not just whether it exists, matters before signing.
When a force majeure clause may be unreasonable
A force majeure clause may be unreasonable when it is drafted so narrowly, or so one-sidedly, that it offers little real protection to one party while fully protecting the other. Warning signs include an extremely short or missing notice window, no termination right regardless of how long an event lasts, and coverage that conveniently excludes the risks most relevant to your situation.
Whether a specific event actually qualifies, and what remedies are available if it does not, can depend on local law and the exact facts involved, since courts in different jurisdictions interpret force majeure and related doctrines differently. Treat unclear or overly narrow language as a reason to ask questions before signing.
Disclaimer: UnderstandDocs does not provide legal advice. Force majeure rules and enforceability vary by location and contract type, so consult a qualified legal professional for legal rights or enforceability questions.
How UnderstandDocs can help
UnderstandDocs helps explain force majeure clauses in plain language before you sign. Upload the contract, vendor agreement, lease, or service agreement and review which events are covered, what notice is required, and what happens if the clause is triggered.
Use the explanation to prepare better questions, negotiate a broader or more balanced clause, and understand what protection you actually have before accepting the terms.
Sample analysis: force majeure clause
Summary
This clause excuses either party from performance due to events beyond their reasonable control, including but not limited to acts of God, war, and government action, requires written notice within 10 business days, and allows either party to terminate if the event continues for more than 60 days.
Potential risk points
- No stated carve-out for payment obligations
- Broad catch-all ("including but not limited to") beyond the named events
- Short 10-day notice window that could be missed
Important limits
- Applies only to events beyond reasonable control
- Termination right only after 60 continuous days
- Likely excludes foreseeable or self-caused delays
What to clarify
- Whether payment obligations are suspended during the event
- What counts as sufficient notice if the deadline is missed
- Whether partial performance is expected during the event
Privacy
Your documents are not stored permanently. Sensitive data is masked before processing, and you can use the tool without creating an account. Read the full privacy policy.
Common questions
What is a force majeure clause?
A force majeure clause is a contract term that excuses a party from performing its obligations, or delays performance, when an extraordinary event beyond that party's reasonable control makes performance impossible, illegal, or impracticable.
What does force majeure mean in a contract?
In a contract, force majeure means an event outside a party's control, such as a natural disaster, war, or government action, that prevents or delays performance. If the clause applies, the affected party is typically excused from liability for the resulting delay or failure to perform.
What is the difference between a force majeure clause and frustration of contract?
A force majeure clause is a specific contract term that the parties negotiate and define in advance. Frustration of contract is a separate legal doctrine that may apply when no force majeure clause exists, or when the clause does not cover the event, and typically has a higher threshold and different consequences.
What events are typically covered by a force majeure clause?
Commonly listed events include natural disasters, war, terrorism, civil unrest, government orders or changes in law, labor disputes and strikes, and sometimes pandemics or public health emergencies. The exact list varies by contract, which is why the specific wording matters more than the general concept.
Does force majeure cover a pandemic or public health emergency?
Only if the clause names it, or includes a broad catch-all such as "including but not limited to," or an epidemic/pandemic reference. Many older contracts did not list pandemics explicitly, which became a major issue during COVID-19. Always check the exact wording rather than assuming coverage.
Do I have to give notice to claim force majeure?
Most force majeure clauses require the affected party to give written notice within a set number of days, describing the event and its expected impact. Missing this notice requirement can mean losing the right to rely on the clause, even if the event itself would otherwise qualify.
Can a force majeure clause excuse payment obligations?
Often not. Many force majeure clauses specifically exclude payment obligations from relief, since a payment obligation is rarely made impossible by an outside event. Check whether the clause carves out payment duties before assuming they are suspended.
Can a contract be terminated because of a force majeure event?
Some force majeure clauses allow either party to terminate if the event continues beyond a stated period, such as 30, 60, or 90 days. Others only allow suspension or delay, with no termination right at all. This depends entirely on the specific clause.
What is the difference between force majeure and an act of God?
"Act of God" usually refers to natural events like earthquakes, floods, or storms, and is often listed as one example within a force majeure clause. Force majeure is the broader legal concept, which can also include human-caused events like war, strikes, or government action.
Can UnderstandDocs explain a force majeure clause before I sign?
Yes. You can upload a contract, vendor agreement, or service agreement to UnderstandDocs to get a plain-language explanation of the force majeure clause, what events it covers, notice requirements, and what happens if the clause is triggered.
Explore more guides
What to Check Before Signing a Contract
Learn what to check before signing a contract. Get a practical contract checklist, spot red flags, and understand key clauses, risks, and obligations in plain language.
Contract Red Flags to Watch for Before Signing
Learn how to spot contract red flags, hidden risks, unfair clauses, automatic renewals, penalties, and confusing terms before signing an agreement.
How to Spot Unfair Contract Terms Before Signing
Learn how to spot unfair contract terms, one-sided clauses, hidden penalties, and contract warning signs before signing an agreement.
What Is an Indemnity Clause? Meaning, Examples & What to Check
Learn what an indemnity clause means, what indemnification requires in practice, common wording, broad vs limited obligations, caps, exclusions, and what to check before signing.
What Is a Confidentiality Clause? Practical Guide Before Signing
Learn what a confidentiality clause means, what information it can cover, common obligations, how long it lasts, warning signs, and what to check before signing.
What Is a Non-Compete Clause? Practical Guide Before Signing
Learn what a non-compete clause means, why employers include it, common restrictions, duration, geographic scope, warning signs, and what to ask before signing.
Reviewing a contract with a force majeure clause? Compare this guide with pre-signing contract checks, contract red flags, and unfair contract terms.
Explain my force majeure clause ->