Force majeure
A contract clause that excuses a party from performance when extraordinary events outside their control prevent them from fulfilling obligations — wars, pandemics, natural disasters, government actions. Clauses vary widely in scope and specificity; a vague force majeure is nearly useless.
A force majeure clause specifies what happens when an external event makes performance impossible or impractical. Before 2020, many contracts had a generic one-line clause; the pandemic exposed how unhelpful that turned out to be when actual disputes arose.
A well-drafted force majeure clause defines:
- Triggering events — explicit examples are better than a catch-all. Common categories: war / armed conflict, pandemic / epidemic, natural disasters, government action / regulation, internet outages, supply-chain disruption.
- Notification requirement — how quickly the affected party must notify the other.
- Suspension period — typical: 30-90 days, during which the affected party's obligations are paused.
- Termination right — what happens if the event lasts longer than the suspension period. Either party may have the right to terminate.
- Mitigation duty — the affected party usually must take reasonable steps to work around the event.
What's often missing:
- Cyber attacks / ransomware — increasingly common but not in most pre-2020 templates.
- AI-related disruptions — model deprecation, API outages, regulatory changes affecting AI services.
- Climate-related events specific to the region (in Thailand: flooding, monsoon disruptions).
For freelancers and small contractors, force majeure protection matters because: an unexpected event (illness, family emergency, regional disaster) can disrupt delivery, and without a clause, you're on the hook for late delivery damages even when you genuinely could not perform.
For startups hiring vendors, the inverse matters: a vendor with an over-broad force majeure clause can walk away from delivery commitments whenever it gets inconvenient.
A balanced force majeure clause protects both parties and defines a clear path forward when extraordinary events occur — without becoming a loophole for ordinary excuses.