What Does Force Majeure Actually Cover?

The clause is its own definition

People use “force majeure” as if it named a fixed category of disasters. In a commercial contract it does not. It names a paragraph somebody drafted, and two agreements signed in the same week can define it completely differently. So the question is never what force majeure covers in general. It is what your paragraph says.

Find it before you read anything else about it. It usually sits near the end, in the boilerplate, and it is not always titled force majeure. Look also for “Excused Performance”, “Events Beyond Our Control”, or a subsection of a delay clause. In longer agreements the definition sometimes lives in the definitions section while the operative sentence lives elsewhere, so read both.

What is usually on the list

Most clauses open with an enumerated list. The recurring entries are worth knowing, because they let you see quickly what yours is missing.

• Natural events. Acts of God, flood, earthquake, hurricane, fire, severe weather.
• War and civil disorder. War, invasion, terrorism, riot, insurrection, civil unrest.
• Government action. Orders of a public authority, embargo, sanctions, export controls, change in law, denial or revocation of a license.
• Labor. Strikes, lockouts, industrial action. Watch whether the clause excludes strikes by the affected party’s own workforce, which is a common carve-out and an easy one to skim past.
• Infrastructure. Power failure, telecommunications failure, and in newer paper, internet or cloud provider outage and cyberattack.
• Public health. Epidemic, pandemic, quarantine, public health emergency. Agreements drafted more recently tend to name these. Older ones often do not.
• Supply chain. Shortage of materials, transport failure, failure of suppliers or subcontractors. This one is frequently narrowed or excluded outright, because the other side does not want your vendor’s problem to become their problem.

The catch-all, and how it is worded

The event that actually happens is often one nobody thought to list, which is why the phrase at the end of the list frequently does more work than the list itself. There are three shapes, and they are easy to tell apart once you know to look for them.

Open. “or any other cause beyond the reasonable control of the affected party.” Written to reach past the list rather than to describe it.

Tied to the list. “or other similar causes”, “or other events of the same kind”, “or any like cause”. The words similar and same kind pull an unlisted event back toward the character of the ones named, which is a narrower thing than the open version even though the two look nearly identical on the page.

Absent. No trailing phrase at all. Then the list is the clause, and an event that is not on it is not in it.

Read the qualifiers attached to whichever shape you have. Common ones require that the event was not reasonably foreseeable when the contract was signed, that it was not caused by the fault or negligence of the party claiming it, and that it could not have been prevented or overcome with reasonable diligence. Each of those is a separate thing you would have to be able to say about your own situation.

How any of it gets read in an actual dispute is fact-specific, varies by jurisdiction, and cannot be settled from a web page. What you can do at your desk is work out which shape your clause is, which tells you how much of the argument rests on the list.

The trigger: prevented, hindered, or delayed

The verb sets the bar, and the difference is large. A clause that applies when performance is prevented asks more than one that applies when performance is hindered, delayed, or made commercially impracticable. Circle the verb. It is the part of the sentence most often skimmed, and it decides whether an event that made your work much harder counts at all.

Look nearby for a duty to mitigate: language requiring the affected party to use reasonable or best efforts to work around the event and to resume as soon as it can. That obligation runs the whole time the clause is being relied on. It is why a covered event does not mean performance simply stops.

The notice deadline almost everyone misses

This is the operational half of the clause, and it is where people lose protection they actually had. Typical wording requires written notice within a set number of days of the event, or of becoming aware of it. The window is short. Around it sit four more requirements, all easy to fail while you are busy dealing with the event itself.

• The notice has to go to the address and the person named in the notices clause, which is a separate clause somewhere else in the document.
• It has to go by the stated method. If the notices clause requires certified mail or a named courier, an email to your usual contact may not count as having given notice.
• It usually has to describe the event, say which obligations are affected, and estimate how long it will last.
• Many clauses require updates at intervals while it continues, and a further notice once it ends.

Then read the consequence sentence. Some clauses say relief runs only from the date notice is given, which quietly leaves you responsible for the earlier part of the delay. Others say that failing to give timely notice waives the protection for that event. Either way, a clause can describe your situation perfectly and still do nothing for you, purely on timing.

The practical move: on the day something happens, send the notice the way the contract says to send it, even if you still expect to perform on time. A notice you turned out not to need costs nothing.

What it does not excuse

Paying money you already owe. This is the single most useful thing to know about force majeure and the part that surprises people most. Most clauses carry an express carve-out: the event may excuse delivery, performance or delay, but it does not excuse the obligation to make payments that are due. Find that sentence in your clause before relying on the paragraph for anything. If the problem is that you cannot afford to pay, this is generally not the door.

Performance that only got expensive. A cost increase, a moved exchange rate, a supplier raising prices, or a deal that stopped being profitable are not the same as being unable to perform. Unless your clause names economic hardship, price movement or commercial impracticability, those sit outside it.

Something you could have done another way. Where a mitigation duty applies, the clause asks whether an alternative route to performing was available, and that duty is written without regard to whether the alternative is worse or costlier for you.

Failures inside your own control. Your own staffing, your own equipment, and frequently your own subcontractors. If the clause excludes supplier and subcontractor failure, a vendor letting you down is your problem by the plain terms of the paragraph.

Every other obligation in the agreement. The clause suspends the affected obligation, not the contract. Confidentiality, intellectual property, insurance and indemnity generally keep running the whole time.

What happens when it does apply

The standard structure is suspension, not cancellation. The affected obligation pauses for as long as the event lasts, deadlines push out by roughly the same period, and neither side is in breach for that stretch. Then look for the tail, which is the part most worth reading in advance: many clauses give a right to terminate if the event runs past a stated number of days.

Three questions about that tail. Is the termination right mutual, or does only one side have it? What happens to money already paid, meaning are prepayments and deposits refunded and is work performed so far paid for? And does anything survive that termination, such as a minimum commitment or a fee. A clause that pauses evenly and then ends one-sidedly is a normal thing to find and a reasonable thing to ask to change.

Seven questions to answer from your own copy

1. Where is the clause, and what is it actually titled?
2. What events does it enumerate, and what is conspicuously absent?
3. Is there a catch-all, and is it open or tied to the listed events by words like similar or same kind?
4. What is the trigger verb: prevented, hindered, delayed, or made impracticable?
5. How many days do I have to give notice, from when, in what form, and to which address?
6. Does it carve out the obligation to pay, and where exactly does it say so?
7. If the event lasts, who can terminate, after how long, and what happens to money already paid?

Those seven answers are the whole clause. If you can write them down, you know what yours covers, and you are in a position to ask a lawyer a narrow question instead of handing over a document.

Where we fit

StraightTerms runs the same fixed set of passes over every document, including a gap check for terms that should be present and are not, which is how a missing notice deadline or an absent catch-all tends to surface. Every finding quotes the exact clause text it refers to, so you can hold it against your own copy and confirm it rather than trusting it.

Your first review is free with no signup. After that, an email unlocks three a month. This is AI analysis and not legal advice, and whether a clause would excuse anything in your particular situation is a question for a lawyer rather than for software. The useful goal is to walk into that conversation already knowing what your paragraph says.

Common questions

Does force majeure mean I do not have to pay?

Usually the opposite. Most force majeure clauses contain an express carve-out saying the obligation to pay amounts already due is not excused, and it is one of the most common sentences in the paragraph. Find that sentence in your own clause before you plan around it. An inability to pay is also a different argument from an inability to perform, so if the reason you want out is affordability, this is generally not the door.

What if my event is not on the list?

Then it turns on the catch-all at the end of the list, if there is one. An open catch-all covering any other cause beyond the reasonable control of the affected party is written to reach past the list. A catch-all limited to other similar causes pulls an unlisted event back toward the character of the ones named. If there is no trailing phrase at all, the list is the whole clause.

How long do I have to give notice?

Read the clause, because the number is arbitrary and varies a lot. Windows of 5, 10, 15 or 30 days are all common, and the clock usually starts at the event or at the moment you became aware of it. Many clauses also say relief runs only from the date notice is given, which means a late notice can cost you the earlier part of the delay even when the event itself is squarely on the list.

Does force majeure cancel the contract or just pause it?

Almost always pause. The standard structure suspends the affected obligation for as long as the event lasts and pushes the deadlines out by the same period, leaving the rest of the agreement running. Termination usually appears separately as a tail: if the event continues past a stated number of days, one or both sides get a right to end the agreement. Check whether that right is mutual and what happens to money already paid.

My contract has no force majeure clause. What now?

You do not automatically get the same protection, because in a commercial agreement force majeure is a term the parties wrote rather than a rule that arrives on its own. There are separate background doctrines about performance becoming impossible or pointless, but they are narrow, they vary by jurisdiction, and they are not a substitute for having the clause. If real money turns on it, that is a narrow question worth an hour with a lawyer.

Should I add pandemic or epidemic to the list?

If it matters to your business, name it. Newer agreements often enumerate epidemic, pandemic, quarantine and public health orders directly, and older paper frequently does not. Naming an event removes the argument about whether the catch-all reaches it. The same logic applies to anything else specific to your work: cyberattack, cloud provider outage, port closure, export restriction.