Force Majeure Clause Explained: Six Things to Check Before You Sign
This page is general information, not legal advice.
A force majeure clause says what happens when events outside both parties' control, such as natural disasters, wars, epidemics or government orders, make it impossible or impractical to perform a contract. Usually the affected party gets excused or gets more time, and the contract may pause or end. That sounds neutral. In practice the clause is often written so that one side gets the protection and the other side carries the cost. This page covers six common problems. For each one you get an illustrative example, why it matters, and wording you can propose. How courts read these clauses, and what happens if a contract doesn't have one, varies a lot by jurisdiction.
The example clauses below are illustrative. They are not taken from any real company's contract.
1. Protection that only runs one way
A typical clause might read: "Company shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control."
Why it works against you
Only the company is named. If the same flood, outage or lockdown stops you from delivering work or paying on time, the contract may treat it as your breach. You could face late fees, damages or termination for an event that excused the other side. For how this interacts with damage caps, see limitation of liability clauses explained.
What to ask for instead
Sample wording to propose: "Neither party shall be liable for any delay or failure to perform its obligations to the extent caused by a Force Majeure Event."
2. A vague or open-ended list of events
A typical clause might read: "Force Majeure Events include, without limitation, any circumstance that makes performance commercially difficult for Company, including supplier failures, labor issues and market changes."
Why it works against you
Force majeure is meant to cover truly outside events. Wording like "commercially difficult" or "market changes" can turn ordinary business risk into an excuse not to perform. Supplier problems and staffing shortages are often things a business is expected to plan for. A list that is too narrow can also hurt you, if it leaves out events that are likely in your line of work.
What to ask for instead
Sample wording to propose: "A Force Majeure Event means an event beyond the reasonable control of the affected party that could not have been prevented by reasonable precautions, such as natural disaster, war, epidemic or government order. Increased cost or changes in market conditions are not Force Majeure Events."
3. Your payments keep running while their duties pause
A typical clause might read: "Force majeure shall not excuse Customer's obligation to pay any fees when due."
Why it works against you
Leaving payment out of force majeure is common, and it can be reasonable. But if the other side's service or premises are unavailable, you may still have to pay full price for something you can't use. Tenants and subscription customers feel this most. See commercial lease red flags and SaaS subscription agreement red flags.
What to ask for instead
Sample wording to propose: "Fees for any period in which Provider cannot perform due to a Force Majeure Event will be suspended or credited to Customer in proportion to the services not provided."
4. A strict notice deadline that cancels your protection
A typical clause might read: "A party seeking relief under this Section must give written notice within forty-eight (48) hours of the event, failing which the party waives all rights under this Section."
Why it works against you
During a real emergency, sending formal notice may be the last thing you can manage. A very short window with an automatic waiver means you could lose your protection on a technicality, even though the event plainly happened.
What to ask for instead
Sample wording to propose: "The affected party will notify the other party as soon as reasonably practicable, describing the event and its expected duration. Late notice reduces relief only to the extent the delay caused the other party actual harm."
5. Suspension with no end date and no way out
A typical clause might read: "Company's obligations shall be suspended for the duration of the Force Majeure Event."
Why it works against you
If the event drags on, you can be stuck in a contract that does nothing for you. You may be unable to hire someone else or move on without breaching. A clear exit after a set period protects both sides. Compare termination for convenience clauses explained.
What to ask for instead
Sample wording to propose: "If a Force Majeure Event prevents performance for more than [30] consecutive days, either party may terminate this Agreement on written notice without liability."
6. No refund when the contract ends
A typical clause might read: "Upon termination due to a Force Majeure Event, all amounts paid are non-refundable and any deposits are forfeited."
Why it works against you
Neither side caused the event, but you lose everything you paid in advance, including for work or services you never received. For freelancers the reverse matters too. Make sure you are paid for work already done if a client ends the project this way. See freelance contract red flags.
What to ask for instead
Sample wording to propose: "On termination due to a Force Majeure Event, Customer will pay for work performed and accepted through the termination date, and Provider will refund any prepaid amounts for work not performed."
Also worth a look
Check whether the contract sets fixed penalties for delay that could apply even during a force majeure event (see liquidated damages clauses explained). Also check which law governs the contract, since that can change how the clause is read (see governing law and jurisdiction clauses explained). Look for any duty to reduce the impact of the event, and for whether insurance or backup plans are required.
Scan your own contract free
Force majeure wording is usually buried near the end of a contract, and one word can decide who carries the loss. Upload your contract to the ScanMyTerms freelance contract review as a PDF, DOCX, TXT or MD file, or just photograph it. In about a minute you get a list of clauses that work against you, each with its risk level, the exact wording, why it hurts and how to change it. The free preview needs no sign-up and shows the risk count and the first two findings. The full report costs $5. ScanMyTerms does not use your documents to train AI models, and reports are deleted after 7 days.
This page is general information, not legal advice. Force majeure rules vary by jurisdiction, so for decisions about a specific contract, talk to a qualified lawyer where you live.
Sources
- All clause examples on this page are illustrative and written for this guide. They are not quoted from any real company's contract.