What Is a Force Majeure Clause?
A force majeure clause excuses a party from performing its obligations — or delays performance without penalty — when an extraordinary event outside its control makes performance impossible or impracticable, such as a natural disaster, war, or government order. The clause only protects against the events it actually lists (or a general catch-all it defines), not inconvenience or a bad business decision.
Why it matters
Everyday life doesn't pause for a contract, and neither does force majeure cover the ordinary cost of doing business. The clause matters because its list decides what counts as an excuse and what doesn't — a narrow list protects almost no one; an overly broad one can let a party walk away from a bad deal by calling it "unforeseen." For the party depending on delivery or payment, the fallback terms (notice, mitigation, the right to terminate if the delay drags on) matter as much as the trigger list.
What to watch for
- A one-sided list: events convenient for one party ("supplier delays") without matching protection for the other.
- No notice requirement — the clause lets a party go quiet instead of flagging the problem early.
- No duty to mitigate: the affected party isn't required to look for reasonable workarounds before invoking the clause.
- No outside limit: an indefinite suspension with no point at which either party can walk away.
- Vague catch-alls like "any event beyond a party's reasonable control" stretched to cover ordinary business risk (a late subcontractor, a cash-flow problem).
A realistic example
A vendor's supply contract lists "acts of God, war, and government action" as force majeure events. A key supplier simply raises prices, and the vendor tries to invoke the clause to delay delivery without penalty. A market price increase isn't one of the listed events — the clause doesn't apply, and the vendor is still on the hook for the original terms and timeline.
What to ask for
- A defined, mutual list — the same categories of event excuse either party, not just one.
- A notice requirement: the affected party must notify the other within a set window (e.g., 5 business days) once the event is known.
- An outside limit: if the event continues beyond a stated period (e.g., 30–60 days), either party can terminate without penalty.
Related terms: severability · termination for convenience Related guide: Most common risky contract clauses
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Not legal advice. This is an educational definition of a common contract term. Details vary by jurisdiction — this page explains common U.S. usage. For high-stakes agreements, have a lawyer review the final version.