How to Write a 'Force Majeure' Clause That Covers Pandemics and Geopolitical Events

How to Write a Force Majeure Clause That Covers Pandemics and Geopolitical Events

The era of relying on vague "Act of God" clauses is over. Recent global crises have exposed them as ticking time bombs in contracts, leaving countless professionals vulnerable. It is time to shift from analyzing the problem to architecting the solution.

Building a modern, resilient force majeure clause is not about finding legal loopholes; it's about creating a clear, predictable framework for navigating chaos. A well-constructed clause is a pre-negotiated crisis management plan, providing stability when external events threaten to derail your projects and income. The goal is to move beyond ambiguous language and establish a concrete playbook for what happens when performance becomes impossible. A truly effective clause stands on two pillars: explicitly defined events and clearly defined procedures. This combination transforms your contract from a static document into an active risk management tool, giving you the control needed to protect your business in an unpredictable world.

The Anatomy of a Broken Clause: Why 'Acts of God' Fail

To appreciate the necessity of modern protections, we must perform an autopsy on the archaic clauses that failed so spectacularly during the pandemic. Millions of contracts, filled with vague terms like "Act of God," proved unreliable when tested, leaving independent professionals exposed as clients scrambled to cut costs. Understanding precisely why these old clauses are broken is the essential first step to building one that shields you from the next disruption.

• The Primacy of Specific Language: Courts interpret force majeure clauses with surgical narrowness. The term "Act of God" legally refers to a natural event with no human intervention, like an earthquake. If your contract only lists floods and fires, it offers zero protection when a public health crisis or a geopolitical event grinds your project to a halt. Ambiguity is your enemy. Your defense is an enumerated list that explicitly names modern risks, from "pandemics" and "government-mandated lockdowns" to "widespread disruption of digital infrastructure."
• The "Unforeseeable" Trap: Many pre-2020 clauses failed because they relied on an event being legally "unforeseeable." While a pandemic of COVID-19's scale might have seemed unlikely, epidemics themselves were not, a fact that invalidated many force majeure claims. Today, the legal landscape has shifted. You must operate under the assumption that future pandemics are foreseeable. Relying on a generic "unforeseeable events" catch-all is a critical error. By explicitly naming "pandemics," you bypass the entire debate over foreseeability.
• The Power Imbalance: Most client-provided contracts are written by their lawyers to protect them, not you. Their standard force majeure clause is often a tool for their risk management, designed to give them a unilateral exit ramp. It may allow them to terminate the agreement immediately and without penalty, leaving you with the sunk costs of partially completed work. This structure transfers the entire burden of systemic risk onto your shoulders.
• Beyond Force Majeure: A Strategic Advantage: You might hear of related legal doctrines like "impossibility" or "frustration of purpose." Relying on these is a defensive, costly, and uncertain strategy. It means the crisis has already happened and you are now facing a legal battle. A robust, explicit force majeure provision is the superior, proactive strategy. It is not a legal argument; it is a pre-negotiated contingency plan that keeps you in control and solidifies your role as a strategic partner who plans for reality.

The Defensive Audit: How to Redline Your Client’s Contract

Your resilient strategy begins the moment a client sends you their standard agreement. Before signing, you must shift your mindset from service provider to risk-mitigation expert. This isn’t adversarial; it’s the mark of a prepared professional. Analyzing and redlining a client’s force majeure clause is a foundational act of self-preservation. It allows you to spot hidden liabilities in their boilerplate language and propose reasonable edits that protect your livelihood.

Here is your four-point checklist for this defensive audit:

• Scan for Vague, Catch-All Phrases Hunt for ambiguity. Phrases like "events beyond reasonable control" are loopholes inviting debate when you need clarity. Propose an edit that adds specificity. A collaborative suggestion looks like this: "To ensure we're both protected, could we clarify this by adding a few modern examples? Something like: '...including but not limited to, pandemics, government-mandated quarantines, widespread disruption to critical digital infrastructure, or geopolitical events affecting cross-border payments.'"
• Identify One-Sided Termination Rights This is a critical red flag. Many corporate contracts give the client the immediate, unilateral right to terminate. This is a financial trap door. Your counter-proposal should be a "Suspension First" approach. Suggest a mandatory waiting period—typically 30 to 60 days—before either party can terminate. This transforms the clause from an escape hatch into a tool for collaborative problem-solving, providing a window to assess the disruption and find an alternative path forward.
• Clarify Payment for Work Completed Your single greatest financial risk is not getting paid for work already delivered. A poorly written clause leaves this unaddressed. You must ensure the contract explicitly states that, should the agreement be terminated following a force majeure event, you are entitled to full payment for all services rendered and expenses incurred up to the date the event was declared. This language is non-negotiable.
• Define Notice & Mitigation Requirements A robust clause needs clear rules of engagement. It must obligate the party invoking it to provide prompt written notice to the other. This prevents a client from disappearing, only to reappear later citing a past event. Furthermore, the clause should require both parties to take reasonable steps to mitigate the effects of the disruption. These procedural requirements foster transparency and accountability, ensuring both parties navigate the fallout professionally.

The Offensive Blueprint: Building Your Bulletproof Clause

Shifting from a defensive audit to proactively supplying your own contract is the ultimate expression of professional foresight. It establishes clarity from the outset and demonstrates that you are a serious business owner who actively manages modern threats. Building your own force majeure clause is the cornerstone of this approach.

A resilient clause is built on specific, non-negotiable components that leave no room for ambiguity.

• The "Enumerated List" is Your Strongest Defense Vague, catch-all language is a liability. Your clause must begin with a broad definition of a force majeure event and then provide a specific, non-exhaustive list of what that includes. Courts interpret these clauses narrowly, so specificity is paramount.

A "Force Majeure Event" is any event or circumstance that is beyond the reasonable control of the affected party, which prevents or delays that party from performing its contractual obligations. Such events include, but are not limited to: public health emergencies, pandemics, epidemics, government actions and prohibitions (including travel restrictions, lockdowns, and sanctions), acts of terrorism, acts of war (declared or undeclared), widespread internet or power outages, significant disruptions to global banking or payment systems, and catastrophic data infrastructure failures.

• Establish Clear, Mandatory Procedures A list of events is useless without a corresponding action plan. Your clause must dictate the precise rules of engagement when a crisis hits, removing panic from the equation.

1. Immediate Written Notice: The party invoking the clause must provide formal written notice to the other within a specified timeframe (e.g., 7-10 days) of the event's occurrence. This notice must detail the nature of the event and how it prevents performance.
2. Mandatory Suspension: Upon notice, the contract is immediately suspended for a fixed period (e.g., 30-45 days). This creates a crucial cooling-off and assessment period, during which both parties have a duty to mitigate the disruption's impact and discuss in good faith how to adapt the project.
3. Termination and Payment: If the event continues beyond the suspension period, either party may terminate the agreement. Crucially, the clause must state that you will be paid for all work completed and expenses incurred up to the date the force majeure event was declared.

• Explicitly Exclude Economic Hardship This is a critical shield against misuse. Many clients attempted to use the pandemic to escape contracts for purely financial reasons. Your clause must close this loophole with a clear, direct sentence.

For the avoidance of doubt, a Force Majeure Event shall not include general economic downturn, changes in market conditions, or the financial hardship of either party.

This disciplined approach is validated by legal experts. As Ahmad Swaiss, Legal Consultant at Khatib & Alami, puts it, "A modern clause should anchor its trigger to objective external standards, such as government declarations, and include defined recovery windows before termination is permitted... The best clauses now operate not as afterthoughts, but as living roadmaps, detailing notice, mitigation, and recovery duties with such clarity that the contract itself becomes a stabilizing force, even amid chaos."

The Crisis Protocol: Executing Your Clause When Disruption Hits

When an event strikes, panic is not a strategy. A crisis demands a protocol. Following a clear, step-by-step plan allows you to manage the situation with professional calm, document every detail, and protect your financial and relational interests. This is your playbook.

• Step 1: Provide Immediate, Formal Written Notice Speed and clarity are your allies. The moment you determine an event makes performance impossible, notify your client in writing. This is a formal invocation of your contractual rights. Your notice should contain three key elements: a direct reference to the force majeure clause, a clear statement identifying the event, and a brief explanation of how it is preventing performance.
• Step 2: Document the Causal Link The party invoking the clause carries the burden of proof. You must demonstrate that the event is the direct cause of your inability to perform—not just that it makes work more difficult or expensive. Gather objective evidence: official government orders for a lockdown, notices from a payment processor about banking sanctions, or news reports detailing infrastructure damage from a natural disaster.
• Step 3: Propose a Mitigation and Communication Plan Invoking force majeure does not mean disappearing. You have a duty to take reasonable steps to mitigate the event's impact. Propose a plan that suggests a formal suspension period (as defined in your contract), outlines what work (if any) can continue, and establishes a regular communication schedule to provide updates and reassess the situation together.
• Step 4: Negotiate the Path Forward The suspension period is a window for negotiation, not passive waiting. The primary goal is to find a collaborative solution that avoids immediate termination. Keep a written record of all communications and explore various options: extending deadlines, descaling the project scope, or formally pausing the engagement with a clear trigger for restarting. By proactively managing the process, you transform a potential conflict into a structured negotiation.

Frequently Asked Questions

• What specific language should a force majeure clause include after the pandemic? To be effective today, your clause must explicitly name threats now considered foreseeable. Best practice is to include a non-exhaustive list that specifies "pandemics, epidemics, public health emergencies, and government-mandated quarantines or lockdowns." By naming these events directly, you prevent any debate over whether a global health crisis is covered.
• What is the single most critical element for protecting my cash flow? The explicit guarantee of payment for all work completed and expenses incurred up to the moment the force majeure event is declared. This single sentence is your most critical financial protection, ensuring you are compensated for the value you have already delivered and preventing a total loss of income.
• What should I do if a client cancels a contract citing force majeure? Stay calm and act methodically. The party invoking the clause has the burden of proof. Provide a formal written response that acknowledges their notice, requests specific evidence linking the event to their inability to perform their obligations (e.g., paying an invoice), and clearly asserts your contractual right to be paid in full for all work delivered to date.
• Is economic hardship considered a force majeure event? No. Courts consistently rule that economic downturns or a client's financial distress are foreseeable business risks, not force majeure events. To prevent misuse, your clause should explicitly state that “general economic hardship, changes in market conditions, or a party’s financial distress shall not constitute a force majeure event.”
• Can I write my own force majeure clause for a service agreement? Yes. While legal counsel is prudent for high-value, complex agreements, you are capable of drafting a robust clause for your standard service agreements. By incorporating the key components—an enumerated list, a "suspension first" approach, guaranteed payment, and the economic hardship exclusion—you can build a powerful shield.
• How should geopolitical events be covered in a force majeure clause? For global professionals, geopolitical risk is a tangible threat. Your clause should include specific language to cover events like "acts of war (declared or undeclared), terrorism, civil unrest, sanctions, embargoes, and significant disruptions to cross-border payment systems." The last point is crucial, as it protects you from the financial and logistical blockades that often accompany geopolitical instability.

From Contractual Anxiety to Professional Resilience

By treating your contracts with this level of strategic foresight, you fundamentally change their function. A force majeure clause is no longer a forgotten paragraph of legalese; it becomes an active and essential tool for risk management. This is a critical mindset shift. Instead of reacting to a crisis with anxiety, you are proactively building a framework for resilience that protects your income, client relationships, and professional standing.

This transformation is built on three pillars of action:

• First, you conduct a defensive audit. You can now analyze a client's contract, identify one-sided risks, and propose professional edits that safeguard your interests.
• Second, you possess an offensive blueprint. You have the components to build your own bulletproof contract, removing ambiguity and establishing clear rules for engagement.
• Third, you have a crisis-response protocol. When a disruptive event occurs, you have a calm, methodical plan to manage the situation and steer the conversation toward a productive resolution.

Mastering these domains is how you step fully into your role as the CEO of your Business-of-One. A resilient contract is your ultimate shield. It ensures that when the next global disruption arrives, your business will not just survive—it will operate with the control, confidence, and peace of mind that comes from being thoroughly prepared.