Force Majeure Clauses


Summary

These force majeure clauses allow parties to allocate risks in a contract as they see fit, as permitted by the Uniform Commercial Code and Restatement (Second) of Contracts. These clauses cover a range of events beyond the parties' control, and the occurrence of which will excuse performance by a party. This template includes practical guidance and drafting notes. The concept of force majeure excuses a party's contractual performance obligations when certain circumstances cause such party to be unable to perform based on events beyond such party's control. Generally, force majeure clauses only reference events that would render such performance either impossible, impracticable, or in frustration of the agreement's purpose and, as such, their inclusion may be considered unnecessary. Best practices, however, are to include a force majeure clause. For a full listing of related contract clauses, see General Commercial Contract Clause Resource Kit. For more information, see Force Majeure Clause Drafting, Merger Clause and Force Majeure Clause Drafting and Risk Allocation in Commercial Contracts. For a checklist, which also contemplates COVID-19, see Coronavirus (COVID-19) and Force Majeure Checklist.