The Force Majeure Clause Explained, With Samples (2026)

A force majeure clause excuses a party from performing its contract when something outside its control makes performance impossible or impractical. The phrase is French for superior force. Floods, wars, strikes, and government shutdowns are the classic examples, and the clause became front of mind for many businesses during the pandemic, when countless contracts suddenly could not be performed. The clause decides who carries the risk of those rare, severe disruptions. This guide explains what the clause does, why it is negotiated, the common variations and pitfalls, and gives sample wording to adapt. ## What the clause does A force majeure clause lists events that, if they occur and prevent or delay performance, suspend or excuse a party's obligations without that party being in breach. Typically the affected party must give notice, must show the event actually prevented performance, and must try to work around the problem. If the event continues for a long period, the clause often lets either party terminate. Importantly, force majeure is a creature of contract in common-law systems. English, Indian, and US law do not imply a general force majeure right; if the contract has no clause, a party struggling to perform must rely on the much narrower doctrines of frustration or impossibility, which end the contract entirely and only apply in extreme cases. So the clause is what gives a party any structured relief at all. ## Why it is negotiated The clause is negotiated because it allocates the risk of disruption. The party that might struggle to perform wants a broad list of triggering events, an easy standard such as "hindered" rather than "prevented," and generous relief. The other party wants a narrow list, a hard standard of true prevention, a duty to mitigate, and a right to terminate or get its money back if performance stops for too long. Whether a specific risk, such as a pandemic, a cyber-attack, or a supply-chain failure, is named can decide a future dispute, so the list matters. ## Common variations - Exhaustive versus illustrative list. Some clauses list specific events and nothing else; others list examples and add a catch-all for events beyond reasonable control. The catch-all broadens the clause but invites argument about what qualifies.

• Prevented versus hindered or delayed. A high bar requires performance to be genuinely prevented; a lower bar covers performance merely made more difficult or expensive. The wording decides how easily the clause is triggered.
• Notice and mitigation requirements. Most clauses require prompt written notice and reasonable efforts to overcome the event. Missing notice can forfeit relief.
• Suspension then termination. Obligations are usually suspended first, with a right to terminate if the event lasts beyond a set period, for example sixty or ninety days.
• Payment carve-out. Many clauses say that payment obligations are not excused by force majeure, since paying money is rarely truly impossible.
• Named modern risks. Pandemics, epidemics, cyber-attacks, sanctions, and government action are increasingly named expressly rather than left to a catch-all. ## Drafting pitfalls - Relying on a catch-all alone. Courts read general catch-alls narrowly and in line with the specific events listed, so a risk you care about should be named.
• Economic hardship is not force majeure. A deal simply becoming more expensive or less profitable is generally not enough; the clause is about prevention, not loss of margin.
• Forgetting causation. The event must actually cause the failure to perform. A party that could have performed another way may not get relief.
• No mitigation duty. Without a duty to use reasonable efforts to work around the event, relief can be abused.
• Silence on long events. If there is no termination right for a prolonged event, parties can be stuck in limbo indefinitely.
• Payment ambiguity. Not saying whether payment is excused leads to disputes; state it. ## Sample wording > Sample wording (illustrative, adapt to your contract and jurisdiction)

"Neither party shall be in breach of this Agreement, nor liable for any delay in performing or failure to perform any of its obligations, if such delay or failure results from a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, flood, fire, earthquake or other natural disaster; epidemic or pandemic; war, armed conflict, terrorism or civil unrest; strikes or other industrial action; nuclear, chemical or biological contamination; any law or action taken by a government or public authority; and failure of utilities or telecommunications networks.

The affected party shall: (a) notify the other party in writing as soon as reasonably practicable of the Force Majeure Event and its likely duration; and (b) use reasonable efforts to mitigate the effect of the Force Majeure Event and to resume performance.

If the Force Majeure Event prevents, hinders or delays a party's performance for a continuous period of more than [60] days, either party may terminate this Agreement by giving [30] days' written notice to the other. This clause does not excuse any obligation to pay money that is already due." ## Reviewing force majeure terms across a portfolio When a disruption hits, the urgent question is which contracts give relief, which name the specific event, what notice each requires, and at what point each can be terminated. That detail lives in the force majeure clause of every signed document, and reading it out by hand across a large portfolio under time pressure is slow and error prone, exactly when speed matters most. Drafting, reviewing, tracking, and governing contracts, including surfacing the force majeure triggers and notice requirements in each one, can live in one AI workspace tuned to your company and built on Claude. Adira is built to pull that detail per document. The guidance above stands on its own without it. ## Bottom line A force majeure clause excuses performance when a listed event beyond a party's control prevents it, suspending obligations and often allowing termination if the event drags on. Because common-law systems do not imply such a right, the clause is the only structured relief a party gets, so the list of events, the trigger standard, the notice and mitigation duties, and the termination right all matter. Name the risks you care about, do not rely on a catch-all, and say whether payment is excused. This is general information, not legal advice, so have a qualified lawyer review your clause and adapt the sample to your deal and jurisdiction.