A force majeure clause excuses or delays performance when extraordinary events outside a party's control prevent contractual obligations.
A force majeure clause excuses a party from performing its contract obligations when an extraordinary event outside its control makes performance impossible, illegal, or commercially impracticable. It is the contract's pressure-release valve when the world stops cooperating.
Most US courts now require the qualifying event ('pandemic', 'epidemic', 'government action', 'supply chain disruption') to be explicitly listed in the clause to be invokable. Economic hardship alone is almost never enough.
Hogan Lovells COVID-19 force majeure litigation tracker; Pillsbury Law; Parsons Behle; Gibson Dunn (2020-2024 US federal and state decisions).
TL;DR
- Force majeure is a contractual escape valve, not a general 'too hard' defense.
- The clause must list the triggering events. Anything not listed is usually not covered.
- Pre-2020 contracts often did not list 'pandemic' or 'epidemic'. Post-2020 they are standard.
- Vallor extracts the qualifying-event list from every contract so you can answer 'are we covered for X?' in seconds.
Anatomy of force majeure clause
Sample clause — services agreement
Neither party shall be liable for any failure or delay in performance caused by 1events beyond its reasonable control, including but not limited to acts of God, war, terrorism, epidemic, pandemic, government action, labor disputes, or supply chain disruption. The affected party shall 2provide written notice within ten (10) business days of the event. Performance shall be suspended for the duration of the event. If the event continues for more than 3ninety (90) consecutive days, either party may 4terminate the Agreement without penalty.
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Triggering events listClosed lists ('only these') vs open lists ('including but not limited to') change how broadly the clause can be invoked.
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Notice obligationMost clauses require written notice within a tight window. Miss it and you can lose the protection even if the event qualifies.
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Duration triggerHow long the event must persist before either party can terminate. Common range: 30 to 180 days.
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Termination rightSome clauses give termination to both parties, some only to the non-affected party. Materially different outcomes.
How Vallor handles force majeure clause
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Extract the qualifying events from every contractVallor reads each force majeure clause and structures the event list, notice window, suspension rules, and termination trigger into searchable fields.
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Answer 'are we covered?' in real timeWhen something happens in the world, you can query 'which contracts list pandemic?' or 'which let us terminate after 90 days?' and get a cited answer in seconds.
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Flag contracts with weak or outdated languagePre-2020 contracts often do not list pandemic or supply-chain disruption. Vallor surfaces these as renegotiation candidates at renewal.
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Track active invocationsWhen force majeure is invoked on either side, Vallor maintains the notice history, the running clock against the termination trigger, and the source language.
Where teams trip up
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Assuming 'force majeure' is a defined concept across jurisdictionsIt is not. In the US it is purely contractual. In civil-law jurisdictions there is a statutory backstop, but the contract still controls scope.
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Forgetting the notice obligationMost force majeure invocations fail not because the event did not qualify, but because the notice was not delivered within the contractual window.
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Treating economic hardship as force majeureCost increases, currency swings, and changed market conditions are almost never covered. Only the event itself counts, not its downstream financial impact.
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Overlooking the termination triggerSome clauses let the affected party terminate. Others give that right only to the non-affected party. The wrong assumption can cost a year of revenue.
See also
FAQ
Does COVID-19 still qualify as a force majeure event?
For contracts signed after early 2020 that explicitly list pandemic or epidemic, generally yes. For older contracts it depends on whether 'epidemic' or 'government action' is in the qualifying events list and whether the actual disruption is causally tied to it.
Can a party invoke force majeure if performance is just more expensive?
Almost never. Force majeure typically requires that performance is impossible, illegal, or commercially impracticable, not just less profitable. Cost increases alone do not qualify under most clauses.
What is the difference between force majeure and frustration of purpose?
Force majeure is contractual and lists specific qualifying events. Frustration of purpose is a common-law doctrine that can apply even without a clause, but its threshold is higher and outcomes less predictable.
How quickly do I need to invoke force majeure after the triggering event?
Whatever the notice provision says. Common windows are 5, 10, or 30 days. Late notice can waive the protection entirely, even if the event clearly qualifies.
How does Vallor help during an active disruption?
Vallor surfaces every contract where force majeure could apply, what notice each one requires, and the running clock against any termination trigger. You go from 'we should check the contracts' to a complete list with cited language in seconds.
Last updated: 2026-05-21. Part of Vallor's contract intelligence glossary.
