Force Majeure

A force majeure clause excuses a party from performing its contractual obligations when extraordinary events beyond their control — like pandemics, wars, natural disasters, or government actions — make performance impossible or impracticable. The COVID-19 pandemic prompted massive litigation over force majeure clauses, revealing that most standard clauses are drafted to protect the party with more bargaining power. Key questions: Does the clause require the event to actually prevent performance, or just make it more difficult? Who bears financial risk during the force majeure period — does payment still accrue? What notice must be given? How long can a party invoke force majeure before the other party can terminate? A one-sided force majeure clause might allow the other party to suspend performance (like delivering a service) while still requiring you to pay.

Ensure the clause is mutual — both parties should be able to invoke it. Confirm payment obligations are suspended if the other party can't perform. Set a maximum duration (e.g., 60–90 days), after which either party may terminate. Require prompt written notice (within 5–10 days) when force majeure is claimed.