Force Majeure Clause for Service Agreement

1. Definition

"Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party that directly and materially prevents or delays such Party from performing its obligations under this Agreement. Force Majeure Events shall include, but not be limited to:

  • Natural Disasters: Earthquakes, hurricanes, tornadoes, floods, fires, droughts, and other natural catastrophes.

  • Acts of God: Unforeseeable and uncontrollable natural events such as lightning, storms, and extreme weather conditions.

  • War and Civil Disturbances: War, hostilities (whether declared or undeclared), invasion, riot, insurrection, civil commotion, or acts of terrorism.

  • Government Actions: Acts, orders, or decrees of any governmental or quasi-governmental authority, including, without limitation, embargoes, blockades, and changes in law or regulations.

  • Epidemics and Pandemics: Outbreaks of infectious diseases, pandemics, and similar public health emergencies.

  • Supplier Failures: Disruptions in the supply chain due to events beyond the reasonable control of the affected Party, such as supplier insolvency, strikes, or natural disasters affecting the supplier.

  • Infrastructure Failures: Disruptions to essential infrastructure, such as power grids, transportation networks, and telecommunications systems.

2. Effect of Force Majeure Event

If a Party is unable to perform its obligations under this Agreement due to a Force Majeure Event, such Party shall:

  • Promptly notify the other Party in writing of the occurrence and anticipated duration of the Force Majeure Event.

  • Use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.  

3. Suspension of Obligations

Upon the occurrence of a Force Majeure Event, the obligations of the affected Party under this Agreement shall be suspended to the extent that such performance is prevented or delayed by the Force Majeure Event.

4. Termination

If the Force Majeure Event continues for [insert timeframe, e.g., 60 days] or if the Force Majeure Event permanently prevents a Party from performing its obligations under this Agreement, either Party may terminate this Agreement by providing written notice to the other Party.

5. Limitation of Liability

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by a Force Majeure Event.  

6. Entire Agreement

This Force Majeure Clause constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.