Force Majeure Clauses Explained (Plain English + Negotiation Tips)

Force majeure clauses are the contract's way of answering one question: what happens if something outside either party's control makes performance impossible or unrealistic?

If you have ever seen language like "acts of God," "war," "pandemic," or "government order," you have seen force majeure.

Force Majeure in a Sentence

If you are looking for how to use the term correctly, here are a few examples of force majeure in a sentence: - "The construction project was delayed by six months due to a **force majeure** event involving an unprecedented regional flood." - "Under the terms of the agreement, neither party shall be liable for failure to perform their obligations if such failure is caused by **force majeure**." - "The shipping company invoked the **force majeure** clause after the government issued an emergency order closing all major ports." - "We need to review the contract to see if a nationwide labor strike qualifies as a **force majeure** under the current definitions."

What a Force Majeure Clause Does

In plain English, a force majeure clause usually does three things:

• Defines which events count as force majeure.
• Pauses obligations while the event lasts (sometimes with deadlines extended).
• Allows termination if the disruption lasts long enough.

The Keyword People Miss: Notice

Many contracts require notice within a short window, like 5 or 10 days.

If you miss the notice requirement, you can lose the protection even if the event is real.

If a force majeure event happens, send written notice immediately. Do not wait to see if the situation improves.

What Events Should Be Included

Common examples: - Natural disasters (earthquakes, floods) - War or terrorism - Government orders and regulations - Labor strikes (sometimes excluded) - Supply chain disruption (often excluded unless negotiated) - Epidemics and pandemics (in newer contracts)

Red Flags in Force Majeure Language

1. One-sided force majeure

If only one party gets relief, it is not a protection clause. It is leverage.

2. Payment obligations are excluded

Some clauses say force majeure does not apply to payment. That can be reasonable in some contexts, but it can also be abusive if the disruption prevents you from generating revenue.

3. No termination right

If the clause only "pauses" obligations with no end, you can get stuck in limbo.

What to Negotiate (Practical Version)

Here is a negotiation-friendly checklist:

• Add a clear notice window (and make it realistic).
• Include government orders, internet outages for online services, and major supplier failure where relevant.
• Add a termination right if the event lasts 30 to 60 days.
• Clarify what happens to fees already paid and work in progress.

Quick Answers (AEO)

What does force majeure mean in a contract?

It means neither party is at fault if extraordinary events prevent performance, and obligations may be paused or ended.

Does force majeure excuse payment?

Sometimes. Many contracts exclude payment. If cash flow risk is high, negotiate partial relief or milestone-based payments.

Is "pandemic" included automatically?

Not always. Older templates may not mention it. If it matters, add it explicitly.

If you are unsure how the clause applies to your situation, paste the section into Clauze and Clauze reads it back in plain English with the practical consequences.