Force majeure clauses for disasters, system failures and pandemics

Hello, this is Legal Agent.

Force majeure clauses used to be treated as boilerplate near the end of a contract, but the range of events actually capable of disrupting performance (natural disasters, pandemics, cloud outages, cyberattacks, supply chain breaks) has widened enough that the clause deserves a genuine read, not just a scan for the word "disaster."

Which duties are actually excused

A force majeure event does not excuse every obligation equally. Delivery or service obligations are the ones typically excused from delay liability, but payment duties already accrued, confidentiality obligations and breach-reporting duties should not automatically disappear along with them. Review should confirm exactly which duties are covered, whether the excuse extends to impossibility or only delay, and whether a duty to mitigate loss survives.

Notice and alternative performance

The first real fork after a force majeure event occurs is whether the affected party has to tell the other side. A clause that lets a party simply go quiet once the event happens tends to be unacceptable to the other party. Review should check the notice deadline and content, whether the affected party must explain the expected impact and resumption timeline, and whether it has any duty to look for alternatives, such as a backup delivery route or failover capacity.

Termination if the disruption drags on

A short disruption is usually handled through an extended deadline or a conversation; a disruption lasting months raises the separate question of whether either party can walk away, and the clause should specify how long the disruption must continue before termination becomes available, who may exercise it, and how amounts already earned, prepayments, work in progress and returned materials are settled.

Outages are not automatically force majeure

For SaaS and IT contracts specifically, a cloud outage or connectivity failure may or may not fall within force majeure, and treating a failure caused by the provider's own inadequate security or operations as force majeure shifts real risk onto the customer. Review should check the conditions under which an outage counts as force majeure, how the clause relates to the SLA, and whether backup, recovery and data-loss handling are addressed separately from the excuse itself.

Supply chains need more than an excuse

For manufacturing and logistics contracts, a bare "no liability during force majeure" statement does not answer the operational questions that actually arise during a shortage: allocation rules when supply is constrained, whether substitute goods are available, whether pricing can be revised, and how a prolonged stoppage is unwound. These clauses work best when reviewed with the business and procurement teams against scenarios that could realistically occur, not just against a list of qualifying events.

Notice obligations need an operational backbone

A 24-hour notice requirement is meaningless if no one inside the company has been assigned to make that call, so a force majeure clause should be checked against the company's actual business continuity plan and contact list, not just against the contract text. Because a disruption affecting a SaaS provider, for instance, can reach the provider's customers' own customers, having a plan for external communication, alongside the legal excuse, is worth preparing before an incident rather than during one.