The Power of the Force Majeure Clause

Key takeaways:

• Force majeure clauses are important because they can protect your business from liability when unexpected events prevent you from performing a contract. Examples of force majeure events include war and “Acts of God” like typhoons, earthquakes, and pandemics.

• Draft force majeure clauses with both specific event lists and catch-all language like “and other unanticipated events beyond the parties’ control” to protect against truly unforeseen circumstances, as courts will not apply this protection if it’s not explicitly written into your contract.

• Include three essential components in every force majeure clause: broad language describing event types, clear causation terms that avoid restrictive phrases like “solely caused by,” and defined scope of relief that specifies whether obligations pause, terminate, or adjust.

• Negotiate force majeure provisions based on your business’s actual risks rather than accepting standard boilerplate, ensuring the clause lists specific threats you face (such as hurricanes for coastal businesses or port closures for supply chain-dependent operations) and includes reasonable notice requirements and mitigation obligations.

• Implement contract lifecycle management tools to gain visibility into which contracts have strong force majeure protections and which have gaps, enabling you to update outdated language during renewals and search across your entire repository to standardize provisions.

Force majeure refers to uncontrollable events that excuse parties from fulfilling contractual obligations. A force majeure clause protects businesses from liability when unexpected circumstances—like pandemics, natural disasters, or war—make contract performance impossible or impractical.

Common force majeure events include acts of God (earthquakes, hurricanes, floods), government actions (lockdowns, regulatory changes), and human conflicts (war, strikes, civil unrest). These clauses have become essential contract provisions since COVID-19 demonstrated how quickly unforeseen events can disrupt business operations, with supply chain disruptions alone costing businesses $184 billion annually.

Understanding force majeure clauses helps you protect your business from liability while maintaining strong vendor relationships. This guide covers what makes these clauses enforceable, which events qualify for protection, and how modern contract management tools can help you track and manage these critical provisions across your entire portfolio.

What is a force majeure clause?

Let’s get straight to it. A force majeure clause—it’s French for “superior force”—is the part of a contract that basically says if something huge and unexpected happens that’s outside of everyone’s control, the parties might be excused from doing what they promised. Think of it as a contractual pause button for when things like a natural disaster, a war, or a global pandemic make it impossible or illegal to follow through on the agreement.

It’s not a get-out-of-jail-free card for any inconvenience. The event has to be unforeseeable and unavoidable. The whole point is to protect parties from being held liable for failing to perform when something truly catastrophic gets in the way. Without it, you could be on the hook for a breach of contract, even if there was nothing you could do.

Here’s the thing: force majeure clauses are creatures of contract. Unlike some legal doctrines that courts will apply automatically, force majeure protection only exists if you’ve actually written it into your agreement. That means the specific language you use matters—a lot.

The importance of force majeure clauses

Force majeure clauses protect businesses from liability when unforeseen circumstances make contract performance impossible. COVID-19 transformed these clauses from overlooked boilerplate into critical business protection tools.

Before 2020, most companies treated force majeure as standard contract language that rarely required negotiation. Legal teams viewed these clauses as hypothetical protections against unlikely catastrophes. The pandemic changed that perspective overnight.

Many businesses suddenly needed to invoke force majeure to excuse non-performance during lockdowns and supply chain disruptions. We continue to see how external pressures strain agreements today—for example, recent market volatility caused contract execution timelines to increase by 150% in real estate and 100% in education, according to the 2026 Contracting Benchmark Report. However, companies with vague or incomplete clauses discovered their protection had significant gaps. Courts began scrutinizing force majeure language more carefully than ever before.

Although some could prove their case in court, many couldn’t because their force majeure clauses lacked certain components. Courts typically interpret force majeure narrowly—meaning if your clause doesn’t specifically reference an event like a pandemic, a court is unlikely to recognize it as a valid trigger. And even if the event is listed, courts are especially reluctant to excuse performance if the impacts were avoidable or if the only real effect was making an obligation more expensive to carry out.

What events qualify as force majeure?

This is where the details really matter. A good force majeure clause doesn’t just say “unexpected events.” It lists them out. You’ll typically see things like:

• Acts of God: This is the classic term for natural disasters like hurricanes, earthquakes, floods, and tornadoes.

• War and terrorism: Events that disrupt civil order and supply chains on a massive scale.

• Government actions: This became a huge one during the pandemic. Think government-mandated shutdowns, quarantines, or embargoes that make performance illegal.

• Pandemics and epidemics: Once considered a long shot, this is now a standard item on the list for obvious reasons.

• Labor strikes: Widespread strikes that aren’t specific to your company can also qualify.

The key is whether the list is exhaustive (“only these events count”) or illustrative (“including but not limited to…”). An illustrative list with a catch-all phrase like “or other events beyond the reasonable control of the parties” gives you more flexibility, but courts will still look at it pretty narrowly.

What this means for you: when you’re drafting or reviewing a force majeure clause, don’t just accept the standard boilerplate. Think about the specific risks your business faces and make sure they’re covered.

Components of a force majeure clause

Based on how courts have actually ruled on these disputes, there are specific components your force majeure clause needs to include. Leave any of them out and you risk a court refusing to enforce the clause when you need it most. Those components are:

Broad language for describing types of unforeseeable events

Broad language in force majeure clauses includes catch-all phrases that protect against truly unforeseen events. While courts typically interpret these clauses narrowly, including general language alongside specific examples provides comprehensive protection.

A clause listing only specific events creates dangerous gaps. Consider this example:

In the event either party is unable to perform its obligations under this Agreement because of strikes, transmission failure, earthquakes, or energy shortages, such party will not be liable for damages to the other for any damages resulting from a failure to perform.

This clause lacks a catch-all phrase. If a pandemic or cyberattack prevents performance, the clause may not apply because those events aren’t explicitly listed.

Adding phrases like “and other unanticipated events beyond the parties’ control” or “or other causes reasonably beyond its control” closes these gaps. The combination of specific examples and broad language ensures maximum protection while maintaining enforceability.

Gibson v. Lynn University demonstrates how narrow court interpretation can invalidate force majeure clauses. A student sued when the university shifted to remote learning during COVID-19, arguing the school breached its contract to provide in-person education.

The university’s force majeure clause stated: “[t]there will be no refund of tuition … in the event the operation of the University is suspended at any time as a result of [a force majeure event].” The court ruled against the university because it never suspended operations—it simply changed the delivery method.

A simple addition could have changed this outcome. If the clause had included “and other unanticipated events beyond the parties’ control” after listing specific force majeure events, the university would have had stronger protection. This case illustrates why catch-all language matters even when you list specific triggering events.

The contrast is clear in JN Contemporary Art LLC v. Phillips Auctioneers LLC, No. 20-cv-4370 (S.D.N.Y. Dec. 16, 2020), where the court ruled in favor of enforcing the force majeure clause. The difference came down to drafting: the clause included a list of specific examples followed by a catch-all phrase—”circumstances beyond our or your reasonable control.” That catch-all, combined with one of the listed examples (“natural disaster”), gave the court enough to conclude that COVID-19 qualified as a force majeure event.

Causation

Causation language connects the force majeure event to your inability to perform contractual obligations. The specific words you choose determine how difficult it will be to invoke this protection in court.

Standard causation phrases create reasonable requirements. Courts interpret “caused by,” “as a result of,” and “due to” as requiring proximate cause—meaning the event significantly contributed to non-performance even if other factors played a role.

Restrictive language like “solely caused by” creates nearly impossible standards. Proving that a pandemic alone prevented performance, with no contributing factors, is extremely difficult. Most business disruptions involve multiple interconnected causes.

Recent COVID-19 cases show courts accept broader causation. Whether performance became impossible due to the pandemic itself, resulting government shutdowns, or subsequent economic conditions, courts focus on the practical reality of disruption rather than demanding a single isolated cause.

For example, in In re Hitz Restaurant Group, the restaurant successfully invoked its lease’s force majeure clause. Because the clause included “governmental action” as a force majeure event and the Illinois shutdown order prohibited on-premise dining, the court ruled in favor of reducing the restaurant’s rent obligations.

Scope of relief

Scope of relief defines what happens when a party successfully invokes force majeure—whether obligations pause, terminate, or adjust in some other way. Clear relief provisions prevent disputes about what protection the clause actually provides.

Specific relief language protects both parties. Rather than vague statements about “excusing performance,” define whether the force majeure suspends obligations temporarily, allows termination after a certain period, or requires parties to renegotiate terms.

Balance is essential when drafting relief provisions. Consider each party’s contributions and exposure when defining remedies. A customer who paid a large deposit deserves different protections than one operating under a monthly subscription.

Unbalanced relief provisions create litigation risk. If one party receives sweeping protection while the other bears all the consequences, courts may view the clause as unconscionable or refuse to enforce it as written.

Force majeure clause examples and templates

Seeing the language in action helps. While you should never just copy and paste a template without having your legal team review it, looking at examples can give you a good sense of the structure. Here’s a basic, simplified example:

“Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government action, or pandemic. The affected party shall give prompt written notice to the other party of such cause and shall use commercially reasonable efforts to resume performance.”

Notice how it includes a list, a notice requirement, and an obligation to try and fix the problem. That’s a solid foundation. A good contract lifecycle management (CLM) platform can store your approved versions of this clause, making it easy for your team to pull the right language for any new contract.

The best approach? Build a clause library with pre-approved force majeure language that’s been vetted by your legal team. That way, when someone on the sales or procurement team needs to generate a contract quickly, they’re pulling from language you trust—not starting from scratch each time. This kind of standardization pays off; data from the benchmark report shows that teams using integrated systems, in this case Salesforce, see a 50% reduction in counterparty paper usage compared to those that do not, meaning you’re negotiating on your own terms more often.

How to negotiate force majeure clauses

Negotiating this clause used to be an afterthought, but now it’s front and center. When you’re at the table, don’t just accept the other side’s boilerplate. Think about what specific risks could actually impact your business. If you’re in a coastal area, “hurricane” should definitely be on the list. If you rely on a specific supply chain, maybe “port closures” is critical.

Here are a few things to focus on:

• The notice requirement: How soon does a party have to tell the other that they’re invoking the clause? 10 days? 30 days? This is a small detail that can have big consequences.

• The consequences: Does the obligation just get suspended, or can the contract be terminated after a certain period? If performance is suspended for 90 days, it might make sense for the other party to have the right to walk away.

• Mitigation efforts: The clause should require the affected party to actually try and solve the problem (“use reasonable efforts to mitigate”). This prevents someone from using a minor disruption as an excuse to stop working.

This is also where AI can be a huge help. With 36% of general counsel prioritizing AI adoption, you can use AI contract review tools to instantly compare the other party’s proposed clause against your own pre-approved language, flagging any risky deviations without you having to read every word line-by-line. Instead of manually checking whether their force majeure list covers pandemics or whether the causation language is too restrictive, AI can surface those issues in seconds—letting you focus your energy on the actual negotiation strategy.

Making force majeure clauses work for your business

A force majeure clause is a risk management tool. It’s no longer just a piece of legal boilerplate to be ignored. The last few years have taught us that the unthinkable can, and does, happen—NOAA has recorded $2.78 trillion in billion-dollar disasters since 1980, with increasing frequency. Taking the time to draft and negotiate a thoughtful clause that reflects your business’s real-world risks is one of the smartest things you can do.

It’s about moving from a reactive to a proactive mindset. Instead of scrambling when a crisis hits, you have a clear, agreed-upon playbook for what happens next. That clarity saves time, money, and relationships.

If you’re managing a large portfolio of contracts, tracking force majeure provisions manually becomes nearly impossible. You need visibility into which contracts have strong protections, which have gaps, and which are coming up for renewal so you can update outdated language. Without this visibility, you risk significant financial impact—in fact, organizations typically lose five to nine percent of their annual revenue due to poor contract management, according to The 2025 Legal Operations Field Guide. A CLM platform gives you that visibility—letting you search across your entire repository to see how force majeure is handled across different contract types, vendors, and business units.

If you’re looking to get a better handle on the risks hiding in your contracts and standardize your approach, it might be time to see how a CLM can help. Request a demo today to see how you can use your contracts to drive business goals.

Frequently asked questions about force majeure clauses

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Ironclad is not a law firm, and this post does not constitute or contain legal advice. To evaluate the accuracy, sufficiency, or reliability of the ideas and guidance reflected here, or the applicability of these materials to your business, you should consult with a licensed attorney. Use of and access to any of the resources contained within Ironclad’s site do not create an attorney-client relationship between the user and Ironclad.