Generate force majeure clauses
AI writes comprehensive force majeure provisions covering pandemics, disasters, and unforeseeable events. Get modern, protective clauses.
Generate force majeure clauses
River's Force Majeure Clause Generator creates comprehensive provisions excusing performance during unforeseeable events. Force majeure clauses protect parties from liability when circumstances beyond their control prevent performance (pandemics, natural disasters, wars, government actions). You specify the contract type, obligations to excuse, and events to cover. The AI generates modern force majeure provisions including pandemic language, government order provisions, and mitigation requirements. Perfect for corporate counsel updating contracts post-pandemic.
Unlike old force majeure clauses that omitted pandemics or were too vague, modern provisions explicitly address epidemics, quarantines, and government shutdown orders. COVID-19 taught that generic force majeure language might not excuse pandemic-related non-performance. The AI generates specific, comprehensive provisions that cover modern disruption scenarios while requiring mitigation efforts and notice. You get clauses that protect both parties fairly.
This tool is perfect for corporate counsel modernizing contract templates, attorneys drafting new agreements, in-house lawyers managing risk, and anyone creating contracts with performance obligations. Use force majeure clauses in services agreements, supply contracts, leases, and any agreement where external events might prevent performance. Great for creating updated, pandemic-aware provisions. The AI generates foundation clauses attorneys customize for specific contracts.
Force Majeure After COVID-19
COVID-19 litigation revealed that many force majeure clauses didn't clearly cover pandemics. Parties argued over whether COVID-19 qualified as a force majeure event under generic language like 'acts of God' or 'circumstances beyond reasonable control.' Courts split on whether pandemics were foreseeable and whether government shutdown orders or general economic disruption triggered force majeure protection. Modern force majeure clauses should explicitly list pandemics, epidemics, quarantines, and government orders to avoid ambiguity.
Force majeure clauses don't automatically excuse all performance during disruptions. Courts require causation: the force majeure event must actually prevent performance, not merely make it more expensive or inconvenient. If you can still perform but at higher cost, force majeure typically doesn't apply. If government orders prohibit your specific performance, force majeure likely applies. Include language requiring that the event make performance impossible or commercially impracticable, not merely more difficult. Also require mitigation: parties must make reasonable efforts to minimize delays or find alternative performance methods.
Consider whether force majeure should excuse performance entirely or merely suspend it during the event. Most clauses suspend obligations during force majeure events and resume them afterward. This works for temporary disruptions. For longer disruptions, include termination rights if the event continues beyond a specified period (e.g., 60 or 90 days). This lets parties exit agreements that have become unworkable. Balance protection from short-term disruptions with ability to terminate if circumstances make the contract relationship unviable long-term.
What You Get
Comprehensive force majeure provision
Explicit pandemic and epidemic coverage
Government order and emergency provisions
Mitigation and notice requirements
Modern, court-tested language
How It Works
- 1Specify requirementsEnter contract type, obligations to excuse, and events to cover
- 2AI generates clauseOur AI creates comprehensive force majeure provision in seconds
- 3Review and customizeAdjust for specific contract and risk allocation
- 4Insert into agreementAdd clause to contract's general provisions
Frequently Asked Questions
Does force majeure automatically excuse non-performance?
No. Force majeure clauses excuse performance only when: (1) a qualifying event occurs, (2) the event was unforeseeable and beyond the party's control, (3) the event actually prevents or makes impossible the specific performance, and (4) the party complied with notice and mitigation requirements. Mere economic difficulty or increased costs don't trigger force majeure. The event must make performance genuinely impossible or commercially impracticable. Courts scrutinize force majeure claims carefully to prevent abuse.
Should I include pandemics explicitly?
Yes, absolutely, after COVID-19. Explicitly listing 'pandemics,' 'epidemics,' 'quarantines,' and 'government orders' removes ambiguity about whether they're covered. Before COVID-19, many contracts used generic language like 'acts of God' or 'events beyond reasonable control.' Courts debated whether pandemics fit these descriptions and whether COVID-19 was foreseeable by early 2020. Explicit language eliminates these arguments. Modern force majeure clauses should expressly include pandemic-related events.
What if the other party claims force majeure to avoid a bad deal?
Require causation and mitigation. Well-drafted force majeure clauses require parties to prove the force majeure event actually prevents their specific performance, not merely makes performance unprofitable. Include language requiring reasonable mitigation efforts and alternative performance methods. Require prompt notice with detailed explanation of how the event prevents performance. Consider requiring supporting documentation (government orders, facility closures, etc.). These requirements prevent parties from using force majeure to escape unfavorable contracts when performance is still possible.
How long should force majeure excuse performance?
Force majeure should suspend obligations during the event and for a reasonable recovery period. However, include termination rights if the event continues too long. Common periods are 60, 90, or 180 days depending on the contract type. This balances giving parties time to resume performance with allowing exit if the contract becomes unworkable. Without termination rights, parties might be bound to suspended contracts indefinitely. Include clear termination procedures and specify what happens to payments, deliverables, or obligations upon termination.
Does force majeure excuse payment obligations?
That depends on how you draft it. Some force majeure clauses excuse all obligations including payment. Others excuse only non-monetary obligations. Payment obligations often aren't excused by force majeure unless the event prevents the party from accessing funds or payment systems. Consider whether payment obligations should continue even if performance is excused. For example, in a lease, should rent be excused if government orders require closure? This is negotiated based on which party bears the risk. Be explicit about whether payment obligations are covered.
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