Force Majeure Clause template clause

    Updated: 22 March 2026

    Please note: these example clauses are intended as a starting point, not as legal advice. Always adapt the text to your specific situation and have important contracts reviewed by a legal professional.

    Clause text

    Article [X] - Force Majeure

    1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay results from a Force Majeure Event, provided that the affected Party has complied with its obligations under this Article.

    2. "Force Majeure Event" means any event beyond the reasonable control of the affected Party, including but not limited to:
    (a) natural disasters, including earthquakes, floods, hurricanes, and epidemics or pandemics;
    (b) acts of war, armed conflict, terrorism, riot, or civil unrest;
    (c) government actions, sanctions, embargoes, or regulatory changes that make performance unlawful;
    (d) strikes, lockouts, or other industrial action (other than by the affected Party's own employees, unless industry-wide);
    (e) failure of third-party telecommunications or power supply lasting more than [e.g. 48 hours];
    (f) cyberattacks, including ransomware or distributed denial-of-service attacks, provided the affected Party maintained industry-standard security measures.

    3. The affected Party shall notify the other Party in writing within [e.g. 5 business days] of becoming aware of the Force Majeure Event, specifying the nature of the event and its expected duration.

    4. The affected Party shall use all reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as practicable.

    5. If the Force Majeure Event continues for a period exceeding [e.g. 90 days], either Party may terminate this Agreement by giving [e.g. 30 days'] written notice to the other Party, without liability for such termination.

    6. During the continuance of a Force Majeure Event, any payment obligations directly related to the suspended performance shall be suspended proportionally.

    What does this clause mean?

    A force majeure clause addresses what happens when extraordinary events outside either party's control prevent contract performance. The term comes from French law and translates literally as "superior force." In common law jurisdictions, unlike civil law systems, there is no automatic force majeure doctrine, so the clause must be expressly included in the contract.

    This template lists specific triggering events, requires prompt notification, obliges the affected party to mitigate damage, and provides an exit right if the disruption lasts beyond a defined threshold. The inclusion of cyberattacks reflects modern commercial reality, though it is conditioned on the affected party having maintained reasonable security standards.

    Given that 92% of contract management errors are attributed to human error (Ironclad, 2025), it is important that force majeure notification deadlines and procedures are clearly documented so staff can follow them under pressure.

    When should you use this clause?

    Force majeure clauses belong in virtually every commercial contract, from supply agreements and construction contracts to software development and distribution arrangements. They are especially critical for cross-border contracts where political instability, trade sanctions, or divergent regulatory regimes may affect performance.

    Consider the scope carefully. An overly narrow definition may leave gaps that expose your organisation to liability for genuinely unforeseeable events. An overly broad definition may be used as an excuse to avoid obligations that could have been met with reasonable effort. According to Deloitte and DocuSign (2024), $2 trillion is lost globally each year due to poor contract management, and disputes over ambiguous force majeure language contribute to that figure.

    Customize these elements

    • 1Tailor the list of Force Majeure Events to your industry (e.g. add supply chain disruptions for manufacturing)
    • 2Set the notification deadline (3, 5, or 10 business days) based on how quickly your operations are affected
    • 3Adjust the termination threshold (60, 90, or 120 days) to reflect the contract value and switching costs
    • 4Decide whether to suspend payment obligations fully or proportionally during the event
    • 5Consider adding an obligation to provide periodic status updates during the force majeure period

    Sources

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