Contract Clause Library
Force majeure clause
Excuses a party from performance obligations when an extraordinary event outside its control makes performance impossible.
A force majeure clause covers the genuinely unpredictable — natural disasters, war, government action, widespread infrastructure failure — and defines what happens to the timeline and obligations when one of those events makes it impossible to keep working normally. It's meant to be a narrow, rare-use provision, not a general excuse for missed deadlines.
Sample wording
Sample language (illustrative, not legal advice)
Neither party will be liable for failure to perform its obligations, other than payment obligations, where such failure results from causes beyond its reasonable control, including natural disaster, war, or government order, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.
Red flags
- A list of qualifying events broad enough to include ordinary business risks (staffing shortages, a vendor's own supplier problems)
- No notice requirement, letting the clause be invoked after the fact with no warning
- Payment obligations excused along with performance obligations, which is unusual and worth specifically checking
How MarginFlow reads it
This clause is checked mainly by exception — MarginFlow doesn't monitor for force majeure events proactively, but if a timeline slip is ever justified by an invocation of this clause, the extraction pipeline has the qualifying-event list and notice requirement on hand to check the invocation against.