What is a force majeure clause in a contract?

A force majeure clause is a contract provision that excuses one or both parties from performing their obligations when an extraordinary event beyond their control — such as a natural disaster, pandemic, war, or government action — makes performance impossible or impractical. The clause typically requires the affected party to give notice and may suspend or terminate the contract depending on the duration of the event.

Does force majeure cover pandemics?

It depends on the specific language. Contracts written after 2020 often explicitly list 'pandemic' or 'epidemic' as qualifying events. Older contracts may not. Courts have generally required that the event be unforeseeable — contracts signed during or after a known pandemic may not successfully invoke force majeure for that same pandemic. Always check the list of triggering events in your specific contract.

What happens if a contract doesn't have a force majeure clause?

Without a force majeure clause, parties typically must look to common law doctrines of impossibility or frustration of purpose to excuse performance. These doctrines have a higher bar than contractual force majeure and are harder to invoke successfully. The absence of a force majeure clause leaves both parties more exposed in catastrophic circumstances.

Can a freelancer use force majeure to get out of a contract?

A freelancer can invoke force majeure only if the specific event is covered by the clause, performance is genuinely impossible (not just difficult or unprofitable), the freelancer gives proper notice as required by the contract, and the event is outside the freelancer's control. Economic hardship alone typically does not qualify.

Is force majeure the same as an act of God clause?

They overlap significantly, but are not identical. 'Act of God' clauses traditionally cover only natural events — floods, earthquakes, hurricanes — while modern force majeure clauses typically extend to wars, government actions, labor strikes, supply chain failures, and pandemics. The broader the qualifying event list, the more useful the clause in practice.

What Is a Force Majeure Clause?

A force majeure clause is a contract provision that excuses one or both parties from performing their obligations when an extraordinary, unforeseeable event — such as a natural disaster, war, pandemic, or government action — makes performance impossible or impractical. It is not a general hardship escape hatch; courts require a genuine impossibility, not mere inconvenience. According to the American Bar Association, force majeure disputes increased by more than 300% following the COVID-19 pandemic as courts were forced to interpret contract language that had rarely been tested.

Definition

The term "force majeure" comes from French, meaning "superior force." In contract law, a force majeure clause defines a category of events so extreme and unforeseeable that they fundamentally change the nature of what a party agreed to do. When a qualifying event occurs, the affected party is typically excused from performance — partially or entirely — without being liable for breach of contract.

The clause matters in two directions. If you're a freelancer or service provider and a catastrophic event prevents you from delivering work, a well-drafted force majeure clause protects you from breach claims. If you're the client and a qualifying event prevents you from paying or using the delivered work, the clause may excuse your obligations too. The devil is in which events are listed — and which party benefits from the suspension.

Not all force majeure clauses are equal. A narrow clause covering only "acts of God" gives far less protection than a broad clause covering pandemics, government orders, internet infrastructure failures, and supply chain disruptions. What's listed — and what's excluded — is what you're actually agreeing to.

Key Elements of a Force Majeure Clause

Qualifying event list: The specific events that trigger the clause (natural disasters, war, pandemic, government actions, labor strikes, etc.). A vague clause using only "acts of God" is much narrower than a modern, comprehensive list.
Notice requirement: Most clauses require the affected party to give written notice within a specific timeframe (often 5–30 days) after the force majeure event occurs. Miss this window and you may lose the right to invoke the clause.
Excuse vs. suspension vs. termination: Some clauses suspend the obligation temporarily; others terminate the contract if the force majeure lasts beyond a set period. Know which applies.
Payment obligations during force majeure: Critically, some clauses specify whether unpaid invoices or deposits remain due even if performance is excused. This is often negotiable and often missed.
Mitigation duty: Most clauses require the invoking party to take reasonable steps to minimize the impact of the force majeure event — you can't simply stop working and collect the excuse.

Red Flags to Watch For

Not every force majeure clause protects you equally. Contract lawyers recommend scrutinizing these specific warning signs before signing.

🚩 "Acts of God" only: No mention of pandemic, government shutdown, or cyberattack. This clause will not help you in any modern disruption scenario.
🚩 One-sided scope: The clause protects the client from payment obligations but does not protect you from delivery obligations. Both sides should have symmetrical rights.
🚩 Extremely short notice windows: A 48-hour notice requirement during a crisis is often impractical. Push for 10–14 business days.
🚩 No termination trigger: If the clause only suspends performance indefinitely with no endpoint, you could be locked in a holding pattern with no clarity on payment or restart.
🚩 Deposits forfeited during force majeure: Language that lets the client keep your deposit even when a qualifying event prevents completion is a negotiation target.

NovaDocs flags all of these automatically when you upload your contract. Analyze your contract free →

Sample Force Majeure Clause Language

"Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, epidemic or pandemic, acts of war or terrorism, government orders or regulations, labor disputes, or significant internet infrastructure failures ('Force Majeure Event'). The affected party shall provide written notice to the other party within ten (10) business days of the Force Majeure Event's occurrence. If the Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice, with payment due for all work completed and accepted prior to the event."

Note: This sample is for educational purposes only. Always have a qualified attorney review contracts before signing.

By the Numbers

According to the American Bar Association, force majeure litigation increased by more than 300% in the two years following the 2020 pandemic as courts interpreted clauses that had never been tested.
A 2022 study by the International Association of Contract and Commercial Management (IACCM) found that fewer than 30% of commercial contracts reviewed contained force majeure clauses that explicitly covered pandemic or government-shutdown events — even contracts drafted after 2020.

Frequently Asked Questions

What is a force majeure clause in a contract?: A force majeure clause excuses one or both parties from performing their obligations when an extraordinary, unforeseeable event — such as a natural disaster, pandemic, war, or government action — makes performance impossible or impractical. It requires proper notice and typically does not cover mere inconvenience or economic difficulty.
Does force majeure cover pandemics?: Only if the contract explicitly lists "pandemic," "epidemic," or "public health emergency" as a qualifying event. Contracts written before 2020 often do not include this language. Courts have generally required that the event be unforeseeable at the time of signing — so a contract signed during a known outbreak may not successfully invoke force majeure for that same outbreak.
What happens if a contract doesn't have a force majeure clause?: Without a force majeure clause, parties must rely on common law doctrines of impossibility or frustration of purpose. These doctrines have a significantly higher bar than contractual force majeure and are harder to invoke successfully. The absence of the clause leaves both parties more exposed when genuinely catastrophic events occur.
Can a freelancer use force majeure to get out of a contract?: A freelancer can invoke force majeure only if: the specific event is listed in the clause, performance is genuinely impossible (not just harder or less profitable), proper notice is given within the required timeframe, and the event is outside the freelancer's control. Economic hardship alone does not typically qualify.
Is force majeure the same as an act of God clause?: They overlap but are not identical. "Act of God" clauses traditionally cover only natural events like floods and earthquakes. Modern force majeure clauses typically extend to wars, government actions, labor strikes, supply chain failures, and pandemics. The broader the qualifying event list, the more protective the clause in practice.