Force Majeure Clause
What it is
A force majeure clause excuses one or both parties from performing their obligations when an extraordinary event outside their control makes performance impossible or impractical. It typically covers events like natural disasters, war, pandemic, or government action. What it does not cover is what distinguishes a well-drafted clause from a trap.
Why it matters to you
Force majeure clauses are usually drafted to protect the drafter. A one-sided clause can excuse the client from payment when circumstances change on their end — market conditions, leadership changes, budget cuts — while still holding you to your delivery obligations. A balanced clause covers both parties equally, defines events specifically, and requires the invoking party to demonstrate the event actually prevented performance.
The aggressive version
This force majeure language is broad enough to excuse the client from payment obligations for events that are arguably foreseeable.
Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent caused by Force Majeure Events, which include: acts of God, fire, flood, earthquake, epidemic, war, terrorism, government action, change in law or regulation, civil unrest, labor disputes, supply chain disruption, economic recession, or any other cause beyond a party's reasonable control.
What each part does to you
“change in law or regulation”
Regulatory changes that affect a company's market can excuse payment. This is common and far broader than a natural disaster.
“economic recession”
This could excuse non-payment if the client claims the economic environment affected their business — even if they are still operating.
“supply chain disruption”
Included here primarily to protect large companies. For a services contract, this has almost no natural meaning and serves mainly to broaden the escape hatch.
“any other cause beyond a party's reasonable control”
A catch-all that can expand the clause beyond any of the specific examples to cover whatever circumstances a resourceful legal team argues at the time.
The market standard version
A proportionate force majeure clause covers genuine extraordinary events without creating easy escape routes for ordinary business risk.
Neither party shall be in default under this Agreement to the extent its failure to perform is directly and materially caused by: acts of God, war, declared national emergency, pandemic, earthquake, fire, flood, or direct government action that prohibits the specific performance required by this Agreement. Force majeure shall not apply to economic or market conditions, changes in a party's internal circumstances, or supply and demand fluctuations. A party invoking force majeure must provide written notice within five (5) business days of the event and must use commercially reasonable efforts to resume performance.
Your counter-language
This version covers genuine force majeure events while preventing the clause from being used to excuse ordinary business difficulties.
A Force Majeure Event means: a natural disaster, declared war, government order that directly prohibits the specific performance required, or declared public health emergency. A Force Majeure Event does not include: economic conditions, market changes, loss of financing, inability to pay, or changes in Client's business priorities. If a Force Majeure Event prevents a party from performing for more than thirty (30) days, either party may terminate the Agreement upon written notice. All work completed before termination shall be compensated.
What to ask for
“Can we narrow the force majeure definition to specific extraordinary events and exclude economic conditions, market changes, and business priorities?”
“Can we add a notice requirement so a party invoking force majeure has to do so promptly and explain the connection to their non-performance?”
“Can we set a maximum force majeure period, after which either party can terminate — with payment for work already done?”
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ClauseCheck is not a law firm and does not provide legal advice. The clause examples and counter-language on this page are illustrative only and are not a substitute for advice from a qualified attorney. Contract terms vary by context; consult a lawyer before making decisions on any specific agreement.
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