Where these clauses commonly appear
- Supply and manufacturing agreements
- Event and venue contracts
- Construction contracts
- Commercial leases
- Service agreements with delivery deadlines
Any contract with a firm performance deadline typically includes one, since without it a party can be in breach even for reasons entirely outside their control.
What typically counts, and what doesn't
Usually covered
Natural disasters, war, terrorism, government-ordered shutdowns, and events specifically named in the clause.
Usually NOT covered
Financial hardship, market downturns, a party simply finding the deal less favorable, or events a court considers "foreseeable" at the time of signing.
Notice requirements
Most clauses require prompt written notice once a force majeure event occurs — missing that window can forfeit the protection entirely.
Why pandemics changed how these clauses get written
Before 2020, many force majeure clauses didn't specifically name pandemics or public health emergencies, and courts had to decide whether generic language like "acts of God" covered them.
Since then, contracts increasingly name pandemics explicitly, both to include and, in some cases, to specifically exclude them, since some businesses now want that risk contractually allocated up front rather than litigated after the fact.
The part most guides skip: foreseeability can defeat the clauseCourts increasingly ask whether the triggering event was foreseeable at the time the contract was signed. If pandemics are now considered a foreseeable risk industry-wide, a generic force majeure clause signed today may not protect a party the way an identical clause signed in 2019 would have. If a specific risk is genuinely on your mind, naming it explicitly is worth far more than relying on the catch-all language covering it.
Questions to ask before you sign
- Does the clause list specific qualifying events, or use generic language?
- Are pandemics or public health emergencies named either way?
- What is the required notice window after a triggering event?
- Does force majeure excuse performance, or just delay it?
- Can either party terminate if the event lasts beyond a certain length?
- Does the clause exclude events that were foreseeable at signing?
Sources
- Cornell Law School Legal Information Institute — force majeure overview
- American Bar Association — force majeure and COVID-19 contract guidance
This is general information, not legal advice. Docly helps you find and understand what a document actually says. It does not tell you whether a clause is enforceable where you live, and it is not a substitute for a lawyer. For a decision with real money attached, get advice from an attorney licensed in your state.
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