Force majeure
A clause that excuses one or both parties from contractual performance when extraordinary events outside their control occur — war, pandemic, natural disaster, cyberattack.
What is force majeure?
Force majeure is the contractual acknowledgement that some events are so extraordinary that demanding performance is unreasonable. The clause defines what qualifies, its consequences (suspension, termination), and notification obligations.
Example
"Force majeure shall include: war, terrorism, pandemic officially declared by the WHO, strikes at suppliers, cyberattack, and acts or omissions of governmental authorities."
When it matters
- International supply contracts (sanctions, war)
- SaaS/cloud contracts (DDoS, hyperscaler outages)
- Construction agreements (extreme weather, material shortages)
- Every contract post-COVID: pandemic clauses are now standard but not yet universal
Common pitfalls
- Too vague — "exceptional circumstances" is unenforceable.
- Pandemic missing — pre-2020 templates often don't cover this explicitly.
- No notification window — a party silent for three months about force majeure usually loses the right to invoke it.
- Cyberattacks missing — now a top-3 realistic force majeure risk.
How GuardPilot flags this
GuardPilot detects outdated force-majeure wording (e.g., no pandemic or cyber coverage) and flags them at renewal. The Contract Monitoring agent generates a per-contract risk score based on clause completeness.
Related terms: Indemnity clause · Contract compliance · SLA