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Force Majeure Clause Drafter and Checker
A force majeure clause written for your deal and your side, or both sides' arguments and a draft notice when an event hits.
Free to start · Opens in your River workspace, ready to edit and share
How to write a force majeure clause
A force majeure clause excuses a party from contract duties it can't perform because of an event outside its control, such as a flood, war or government shutdown order. A good one names the events the deal is exposed to and says whether payment is ever excused. It requires prompt written notice and reasonable efforts to work around the event, and lets either side end the contract if the disruption runs too long.
The wording does the work: write for the events that would actually stop your deal, not a stock list of disasters.
Start with what could stop the deal
List each side's main duties and ask what could realistically stop each one. A packaging maker with one resin supplier, a software company on one cloud provider and a conference booked into one hotel face different risks. Your clause should name yours.
Next, work out who will rely on the clause. In most deals one side delivers something an event can disrupt while the other mainly pays, so a mutual clause mostly protects whoever delivers.
Then read the governing law clause, because the state or country whose law applies decides how your words are read. The cases below apply New York law, which reads these clauses narrowly.
Name the events that matter
New York's highest court stated the rule in Kel Kim Corp. v. Central Markets1 (1987). A party is ordinarily excused only if the clause "specifically includes the event that actually prevents" its performance.
There, a roller rink tenant lost its lease when it couldn't renew or replace the liability insurance the lease required. The lease listed labor disputes, war, adverse weather and more, but not insurance, and the court confined its catch-all to events "of the same kind or nature" as those listed.
For a starting list, the International Chamber of Commerce (ICC) publishes a model force majeure clause2 that lists war, terrorism, sanctions, government orders, epidemics, natural disasters and general strikes.
Match the events to the deal
| If the deal depends on | Consider naming |
|---|---|
| One supplier or carrier | Its failure, but only when an event that would itself qualify caused it |
| Staff on site, travel or open premises | Epidemics, quarantines and government orders that close sites or limit travel |
| Software, hosting or data | Cyberattacks, and power, internet or hosting outages |
| Outdoor work or shipping | Floods, hurricanes, wildfires, severe winter storms, and port or road closures |
| One venue | Fire or damage at the venue, and orders limiting crowd sizes |
General words are read against the list, too. After COVID-19 shutdowns stopped its May 2020 sale, an auction house ended a consignment and its $5 million guarantee to the seller. Its clause covered "circumstances beyond our or your reasonable control, including, without limitation" natural disasters and terrorist attacks.
The Second Circuit, the federal appeals court covering New York, sided with the auction house in 2022. It found the pandemic and shutdown orders the same type of events as those listed3, and left open whether COVID-19 was a natural disaster. Naming the event is the surer route.
Decide what it excuses
Naming an event isn't the whole test. The ICC model sets three conditions: the event is beyond the party's reasonable control, it wasn't reasonably foreseeable at signing, and its effects couldn't reasonably be avoided or overcome. Listed events are presumed to meet the first two, so the other side must disprove them.
Pick the trigger words with care. The ICC model applies when an event "prevents or impedes" a party from performing. "Prevents" alone is narrower, which suits the side receiving the goods or services.
Settle what stays owed and which events qualify:
- Payment: say whether it is ever excused. The auction house's clause voided its guarantee.
- Higher costs: "mere impracticality or unanticipated difficulty is not enough to excuse performance,"4 notes Cornell Law School's legal encyclopedia.
- Fault: exclude events the affected party caused or could have prevented.
- Strikes: decide whether a walkout by the party's own staff counts.
- Subcontractors: the ICC model excuses a subcontractor's failure only if the subcontractor also meets the tests.
- Timing: say whether a disruption already underway at signing counts.
Selling goods in the US? Even without a clause, the Uniform Commercial Code can excuse a seller when an event the contract assumed wouldn't happen makes delivery "impracticable." A seller that can fill only part of its orders must allocate supply "in any manner which is fair and reasonable"5 and tell each buyer its estimated quota. Each buyer can then end the affected deliveries or take its quota6.
Write notice, mitigation and an exit
Notice
Written notice within a set number of days, saying what happened, what it affects and for how long.
Mitigation
Reasonable efforts to keep going, such as a backup supplier or second site, with regular updates.
Suspension
Only the affected duties pause, and only while the event prevents them. Say whether service credits still apply.
Exit
Either side may end the contract after a set period, with refunds for anything prepaid but undelivered.
Under the ICC model, relief runs from the day the event stops you only if notice goes out "without delay." Otherwise it starts when the notice reaches the other side2. The model also lets either side leave once an event lasts more than 120 days, a figure the ICC says parties can change.
Write in any workaround you expect the other side to use. The auction house held its New York sale remotely in July 2020, and the court found nothing in the agreement obliged it to sell the painting that way.
14.1 Neither party is liable for failing to perform, other than paying money due, to the extent and for as long as a Force Majeure Event prevents it.
14.2 A "Force Majeure Event" is an event beyond the affected party's reasonable control that reasonable precautions could not have prevented. It includes epidemics and related government orders, floods, severe winter storms, cyberattacks, and a shutdown of the Supplier's sole resin source caused by any of these.
14.3 The affected party must notify the other in writing within five business days, stating the event, the obligations affected, its workaround and the expected duration. It must use reasonable efforts to resume.
14.4 If the event lasts more than 60 days, either party may end this Agreement by written notice, and the Supplier will refund payments for undelivered goods.
- Fitted to the risk. It names real exposures, and a resin shutdown counts only if a listed event caused it.
- Payment carved out. The customer still pays for packaging it received.
- A clean exit. After 60 days either side may leave, with prepayments returned.
Expect pushback on the event list and the exit period. A redline comparison logs what changed in each round.
Check the force majeure clause before you sign
Before you sign
- The listed events match what could really stop this deal
- The events that matter most are named, not left to the catch-all
- It says whether payment is ever excused
- Notice has a deadline, required contents and a method
- Only affected duties pause, and only while the event lasts
- Either side can leave after a set number of days, with refunds
If an event hits
Reread the clause first. Note each notice deadline and required method, then send notice while you're still assessing the damage. Keep performing whatever the event doesn't stop, and record every workaround and its cost. A contract summary pulls out your side's duties, deadlines and notice details.
If the other side stops performing over an event the clause doesn't cover, a breach of contract notice puts your position on record.
When to involve a lawyer
Have a lawyer review the clause if the deal is large, long or cross-border, and before you stop performing or reject a notice over an event. This guide is general information, mostly about US law, not legal advice.
The tool at the top of this page drafts the clause, or checks an event against yours and drafts the notice.
How it works
Start by pasting the contract, its current clause or a few lines about the deal, and say which side you're on. River works out which duties an event could really stop and checks how the governing law reads these clauses. Then it writes the clause into your workspace, with a note on each choice and the pushback to expect.
If something has already happened, describe it instead. River quotes your clause, lays out the strongest argument on each side without predicting the outcome, and drafts the notice. Anything it can't confirm, such as a date or a notice address, is marked for you to fill in.
Share the contract
Paste the agreement or its current clause, or describe the deal, and say which side you're on.
River weighs the risks
It finds the duties an event could stop, picks the events to name and checks the governing law.
Get your clause
A numbered clause in contract form with drafting notes, or an event check with a draft notice letter.
Negotiate and revise
Ask for the other side's likely redline, a more balanced version, or the notice for a new event.
What you get
- Listed events chosen for this deal, such as a sole supplier's shutdown, cyberattacks or government orders
- Exclusions for payment, higher costs and the affected party's own fault, where they fit your side
- Notice, mitigation and suspension terms, plus a right to end the contract if a delay drags on
- Drafting notes on every choice: why it's there, who it favors, the likely pushback and a fallback
- For an event that has happened, both sides' arguments, any running deadline and a draft notice
- An editable clause in your River workspace, with any missing dates or addresses marked to confirm
Common questions
What is a force majeure clause?
A force majeure clause is the contract term that excuses a party when an event outside its control, such as a hurricane or a government order, keeps it from performing. The French phrase means "superior force." A well-drafted one pauses only the affected duties, sets out how to give notice and lets either side walk away if the disruption lasts too long.
Does a force majeure clause cover pandemics?
Only if its words reach them, so name epidemics and the government orders that tend to follow. Without those words, the result depends on the general language. In 2022 a federal appeals court applying New York law held that the pandemic and the state's shutdown orders were beyond the parties' reasonable control under an auction house's clause. Also say whether an outbreak already underway when you sign counts.
What if a contract has no force majeure clause?
You're left with narrow legal defaults. In New York, impossibility excuses a party only when destruction of the subject of the contract or the means of performing it makes performance objectively impossible. For US sales of goods, the Uniform Commercial Code can excuse a seller when an unexpected event makes delivery impracticable. A clause lets you decide in advance which events count, so consider adding one by amendment.
Does force majeure cover higher costs or lost sales?
Usually not. A supplier whose costs double, or a buyer whose sales fall, can generally still perform, just at a loss, and courts rarely treat an economic downturn as force majeure. If an input price drives your margin, negotiate a price adjustment clause tied to a published index instead, and keep force majeure for events that actually stop performance.
What should a force majeure notice say?
Whatever your clause demands, sent the way its notices section specifies. That usually means the event and when it started, the duties it affects, what you're doing to work around it and when you expect to resume. Send it promptly. Under the International Chamber of Commerce's model clause, late notice means relief starts only when the notice arrives.
How do I write a force majeure clause with River?
Paste your contract or its current clause into the box at the top of this page, or describe the deal, and say which side you're on. River picks the events your deal is exposed to and checks how the governing law reads them. It writes the clause into your free River workspace, with a note on each choice.
Is the force majeure clause drafter free?
Yes, it is free to start. Your force majeure clause opens in a River workspace, where you can edit it, share it or ask River to change it. Paid plans add more AI use and access to the most advanced models.
Sources
Caselaw Access Project. “Kel Kim Corp. v. Central Markets, Inc.” case.law (opens in a new tab)
International Chamber of Commerce. “ICC Force Majeure and Hardship Clauses.” iccwbo.org (opens in a new tab)
U.S. Court of Appeals for the Second Circuit. “JN Contemporary Art LLC v. Phillips Auctioneers LLC.” govinfo.gov (opens in a new tab)
Cornell Law School. “force majeure.” law.cornell.edu (opens in a new tab)
Cornell Law School. “§ 2-615. Excuse by Failure of Presupposed Conditions.” law.cornell.edu (opens in a new tab)
Cornell Law School. “§ 2-616. Procedure on Notice Claiming Excuse.” law.cornell.edu (opens in a new tab)
Built by
Chandler Supple
Co-founder & CEO, River
Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.