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Legal Force Majeure Agreement

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LEGAL FORCE MAJEURE AGREEMENT

This Force Majeure Agreement (the "Agreement") is made and entered into as of by and between , an entity with principal place of business at (hereinafter "First Party"), and , an entity with principal place of business at (hereinafter "Second Party"). First Party and Second Party are collectively referred to as the "Parties."

RECITALS

WHEREAS, the Parties have entered into one or more agreements, statements of work, purchase orders, or contracts under which each Party has obligations to the other (collectively, the "Underlying Agreements");

WHEREAS, the Parties desire to set forth their mutual agreement concerning the effect of certain extraordinary events beyond a Party's reasonable control on the performance of obligations under the Underlying Agreements;

WHEREAS, the Parties intend that this Agreement govern the rights and obligations of the Parties in the event of such extraordinary events and to provide procedures for notification, mitigation, suspension and, where appropriate, termination.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

For purposes of this Agreement, "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party that prevents or delays performance of an obligation under an Underlying Agreement, provided that such event is not the result of the affected Party's negligence or intentional misconduct. Force Majeure Events shall include, without limitation, the following when they meet the foregoing standard:

Natural disasters (earthquake, flood, hurricane, tornado, severe storms);
Epidemic, pandemic, public health emergency or quarantine by competent authority;
War, invasion, acts of foreign enemies, hostilities, civil war, rebellion, terrorism;
Labor disputes, strikes, lockouts or other industrial disturbances disrupting supply chains;
Government order, law, regulation, embargo or failure of public utilities or telecommunications arising from causes beyond the affected Party's control.

2. Effect of Force Majeure

If a Party’s performance of any obligation under an Underlying Agreement is prevented or delayed by a Force Majeure Event, the affected Party shall be excused from performance to the extent and for the duration of such prevention or delay, provided that the affected Party: (a) gives prompt notice in accordance with Section 4; (b) uses commercially reasonable efforts to mitigate the effect of the Force Majeure Event and to resume performance as soon as practicable; and (c) complies with any reasonable alternative performance requirements proposed by the other Party which do not impose undue burden.

3. Suspension and Allocation of Obligations

During the continuance of a Force Majeure Event, the affected Party's obligations directly and reasonably impacted by the Force Majeure Event shall be suspended on a day-to-day basis. To the extent practicable, the Parties shall equitably allocate available resources and may agree to temporary modifications in delivery schedules, quantities, or performance standards. Notwithstanding the foregoing, monetary obligations that are exclusively compensatory in nature shall continue to be due unless performance of those obligations is legally or physically impossible as a direct result of the Force Majeure Event.

4. Notice; Proof of Event

The affected Party shall notify the other Party in writing as soon as reasonably practicable, but not later than calendar days after the commencement of the Force Majeure Event, describing: (a) the nature of the event; (b) the obligations affected; (c) the anticipated duration of the delay or suspension; and (d) the measures being undertaken to mitigate the impact. The notified Party may request reasonable documentation or verification of the Force Majeure Event, which the affected Party shall provide to the extent commercially reasonable and legally permissible.

5. Mitigation and Reasonable Efforts

The affected Party shall use commercially reasonable efforts to mitigate the effects of any Force Majeure Event, including seeking alternate means of performance, reallocating resources, and expediting resumed performance when practicable. Failure to take commercially reasonable mitigation steps shall render the affected Party ineligible for protection under this Agreement with respect to those obligations for which such failure caused the delay.

6. Termination for Prolonged Force Majeure

If a Force Majeure Event prevents or delays substantially all performance of a Party for a continuous period exceeding calendar days, either Party may terminate the affected Underlying Agreement(s) by written notice to the other Party without liability for such termination except for obligations that accrued prior to the date of termination. The right to terminate under this Section is in addition to any other rights or remedies available at law or in equity.

7. Remedies; Limitation of Liability

Except as expressly set forth in this Agreement, no Party shall be liable to the other for damages, penalties or interest for delays or non-performance arising directly from a Force Majeure Event. This Section shall not operate to excuse or limit liability for (a) a Party's fraud, willful misconduct or gross negligence; or (b) indemnification obligations expressly tied to third-party claims arising from a Party's conduct.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested). Notices shall be effective upon receipt.

9. Additional Provisions

(a) Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.
(b) Waiver. No waiver of any breach or right hereunder shall be effective unless in writing and signed by the waiving Party. No waiver shall constitute a continuing waiver.
(c) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be binding upon the Parties as originals.
(d) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings regarding force majeure or similar relief under the Underlying Agreements.
(e) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, such provision shall be reformed only to the extent necessary to render it valid and enforceable, and the remaining provisions shall remain in full force and effect.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

11. Execution

The Parties represent and warrant that each person signing below is authorized to sign this Agreement on behalf of the respective Party and to bind such Party to the terms and conditions of this Agreement.

First Party:

By:

Date:

Second Party:

By:

Date:

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What a Legal Force Majeure Agreement Is

A Legal Force Majeure Agreement is a contractual clause or standalone agreement that defines which unforeseen events excuse or suspend one or both parties' performance obligations. It identifies qualifying events (for example, natural disasters, pandemics, strikes, or government orders), sets notice and mitigation duties, and describes the duration of relief and available remedies. In the United States, enforceability hinges on clear drafting and applicable state law; courts often interpret force majeure clauses narrowly without explicit language.

Why a Clear Force Majeure Agreement Matters

A well-drafted agreement reduces ambiguity about who bears risk during external disruptions, specifies notice and mitigation steps, and limits the scope for costly litigation. Clarity helps parties preserve commercial relationships and document the intended allocation of costs and responsibilities when performance is impaired.

Why a Clear Force Majeure Agreement Matters

Who Commonly Uses a Force Majeure Agreement

Typical users span commercial sectors that need formal allocation of risk and processes when external events impede obligations.

  • Construction contractors and subcontractors managing project delays, changed timelines, and supply-chain disruptions.
  • Real estate developers and landlords addressing project completion deadlines, financing contingencies, and lease obligations during emergencies.
  • Corporate legal and procurement teams establishing enforceable notice, evidence, and mitigation procedures across contracts.

Use the agreement when parties want documented triggers, timelines, and steps before disputes arise or performance is adjusted.

Core Elements of a Professional Force Majeure Agreement

A durable force majeure provision includes precise definitions, notice mechanics, mitigation duties, duration limits, and dispute rules so parties and courts can assess relief consistently.

Defined Events

Define force majeure events clearly, enumerate included and excluded occurrences, and avoid vague language so courts can assess whether the triggering event qualifies under applicable state law.

Notice Requirements

Set precise notice procedure including recipient contact, required evidence, delivery methods (email, certified mail), and a firm timeline measured in days; consequences for missing notice should be explicit.

Mitigation Duties

Require each party to take reasonable mitigation steps, describe expected actions, and require contemporaneous documentation of efforts and related expenses to support any later claims for relief.

Duration & Termination

State whether relief is temporary or permanent, set maximum suspension periods, describe procedures to resume performance, and include termination triggers and post-event obligations.

Allocation of Risk

Allocate financial responsibility, address payment or prorated fee adjustments during suspension, and specify who bears increased costs or insurance recoveries to reduce downstream disputes.

Dispute Resolution

Identify governing law and dispute forum, include mandatory mediation or arbitration clauses, and set expedited procedures where appropriate to resolve force majeure disputes efficiently.

Step-by-Step: Complete and Execute the Agreement

Follow these sequential steps to prepare, finalize, and retain a legally defensible force majeure agreement.

  • 01
    Identify Parties: Enter full legal names and contact information for each party.
  • 02
    Define Events: Specify qualifying events and any exclusions explicitly.
  • 03
    Set Notice Rules: State deadlines, acceptable delivery methods, and required recipient information.
  • 04
    Review & Sign: Confirm fields, obtain signatures, and retain executed copies for records.

Configure Your Online Workflow

Set up the digital workflow to capture required fields, supporting evidence, and signer authentication before finalizing the agreement.

Field Configuration
Signer Authentication Email, SMS code, or KBA per risk level
Effective Date Field Auto-validate MM/DD/YYYY format
Force Majeure Clause Insert negotiated clause text with variables
Supporting Evidence File upload for photos, orders, or official notices

Delivery, File Formats, and Integrations

Options for digital signing, integrations, and supported file formats when executing and storing force majeure agreements across platforms.

  • Integrations: Salesforce, NetSuite, Microsoft 365
  • File Formats: PDF, DOCX, HTML supported
  • Auth Options: Email, SMS code, KBA, SSO

How Online Execution Typically Works

A standard online signing flow moves from upload and field placement to signer authentication and an immutable audit trail for the executed agreement.

  • Upload Document: Attach finalized agreement draft for parties to review.
  • Place Fields: Add signature, date, and evidence upload fields.
  • Send to Signers: Distribute via email or secure link with authentication.
  • Capture Audit Trail: System records timestamps, IPs, and actions automatically.

Essential Information to Include in the Form

Parties' Names: Full legal entity or individual names
Effective Date: Effective date in MM/DD/YYYY format
Event Description: Specific qualifying events listed
Notice Details: Recipient, method, and deadline
Supporting Evidence: Upload invoices, orders, or government notices
Signatures: All parties sign and date

Potential Risks and Consequences of Poor Drafting

Breach Claims: Potential damages claim
Insurance Denial: Coverage disputes possible
Delay Costs: Increased project expense
Termination Risk: Counterparty may terminate
Legal Fees: Litigation and arbitration costs
Reputational Harm: Client trust erosion

Common Mistakes to Avoid

  • Using vague or catch-all language like 'acts of God' without listing events often leads courts to deny relief because the clause lacks specificity about covered events.
  • Failing to specify notice procedures or deadlines causes disputes over whether a party properly invoked force majeure protections and can forfeit contractual relief.
  • Neglecting mitigation obligations or evidence requirements lets adversaries argue the party failed to take reasonable steps to limit damages and risks losing suspension rights.
  • Omitting governing law and dispute resolution terms creates uncertainty and increases litigation costs when parties disagree on interpretation and remedies.

Key Timing Expectations and Deadlines

Typical contractual deadlines cover notice timing, response obligations, mitigation windows, and retention periods to preserve rights and evidence.

Notice Deadline:

Typical contractual notice windows are 5–30 days after event discovery.

Response Window:

Counterparty should acknowledge receipt per the contract's stated timeframe to avoid ambiguity.

Mitigation Period:

Allow reasonable time to mitigate and specify any deadlines for actions.

Record Retention:

Retain supporting evidence for at least three years following resolution.

Dispute Escalation:

Follow contract escalation timelines for mediation or arbitration.

Milestone Timeline from Event to Resolution

A clear milestone sequence helps parties document compliance and preserve rights when invoking force majeure protections.

01

Triggering Event

Event occurs that may excuse performance; document immediately.

02

Notice Sent

Provide required notice with details and supporting evidence.

03

Verification & Mitigation

Review, verify cause, and take mitigation steps promptly.

04

Resolution or Termination

Agree on relief, resume performance, or follow termination terms.

Platform Capability Comparison for Executing Agreements

Side-by-side capability differences that matter when choosing an eSignature platform to execute and store Legal Force Majeure Agreements.

Criteria signNow DocuSign Adobe Sign PandaDoc HelloSign
Electronic Signature Legality
Digital Signature Support
HIPAA BAA
Envelope Cap no cap 100 env/yr varies varies varies
Bulk Send

High-Level Pricing Snapshot for eSignature Vendors

Summary pricing and capability indicators for commonly used eSignature platforms; signNow is listed first per comparison format.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Force Majeure Agreements

Common questions and practical answers about drafting, executing, and enforcing Legal Force Majeure Agreements in the United States.


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