Clause library

Force majeure clause, explained

A force majeure clause pauses or excuses a party's obligations when events outside its control stop it performing.

What does a force majeure clause do?

A force majeure clause deals with events neither side caused and could not reasonably prevent, such as natural disasters, war, epidemics or failures of national infrastructure. When such an event stops a party performing, the clause usually suspends that obligation for as long as the event lasts, rather than treating the delay as a breach. Most clauses require prompt notice and reasonable efforts to keep going. Many also let either party end the contract if the event lasts beyond a set period. The clause commonly does not excuse a duty to pay money that is already due.

Example wording

Example · our own drafting

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, provided it notifies the other party promptly and uses reasonable efforts to resume performance. This clause does not excuse any payment obligation. If the event continues for more than [60] days, either party may terminate this agreement by written notice.

In Plain English

If something outside a party's control stops it doing its part, it is not in breach while that lasts. It has to tell the other side quickly and try to get back on track. It still has to pay what it owes. If the problem goes on for more than 60 days, either side can end the contract.

What do people negotiate in a force majeure clause?

  • Which events are listed, and whether the list is closed or just examples.
  • Whether staff shortages, supplier failures or cyber attacks count.
  • How quickly notice is given and what it has to contain.
  • How long the event can last before either side can terminate.
  • Whether payment obligations are carved out.

Which contracts include it?

Lex includes this clause in, among others:

  • Mutual NDA
  • Statement of work
  • Services agreement (MSA)

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Frequently asked questions

What does force majeure mean in a contract?

It means a party is not treated as in breach when events beyond its reasonable control stop it performing. The exact effect depends on the clause, which usually lists qualifying events and sets out notice steps.

Does force majeure cover late payment?

Clauses commonly say it does not. Many force majeure clauses expressly carve out obligations to pay money that has fallen due.

Is a pandemic a force majeure event?

It depends on the wording. Some clauses name epidemics or pandemics, others rely on general phrases. Many contracts drafted since 2020 now list them expressly.

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