Contracts have existed for thousands of years, from clay tablets in ancient Sumer to the digital agreements of today. Few events tested them as broadly as COVID-19. In 2020, supply chains stalled, sites closed and businesses everywhere reached for the same clause: force majeure.
We first wrote this post in 2021, in the middle of that disruption. We have rewritten it for 2026 readers, because the lessons still apply to every disruption since, from conflicts and sanctions to extreme weather and cyber incidents. The question is no longer whether disruption will happen, but whether your contracts and your contract data are ready for it.
What is force majeure?
Force majeure is a contract provision that relieves a party from liability for failing to perform when an extraordinary event beyond its control prevents performance. Typical events include natural disasters, war, terrorism, strikes and government action. Whether an epidemic qualifies depends on the wording and on the governing law.
In early 2020, as manufacturing in parts of Asia paused and deliveries slipped, many buyers and suppliers turned to their contracts and found clauses that were vague, outdated or silent on epidemics. Some governments stepped in: CNBC reported that China issued force majeure certificates to protect its businesses, and the UK government published procurement guidance asking public bodies to support at risk suppliers.
What COVID-19 taught contract teams
Specific wording matters
Clauses that listed "acts of God" and "war" but not epidemics, pandemics or government orders led to disputes. Courts generally read force majeure narrowly, so the event and its effect need to be covered clearly.
Notice and mitigation are part of the deal
Most clauses require prompt notice and reasonable efforts to reduce the impact. Parties that missed notice deadlines sometimes lost the protection.
Force majeure is not a supply strategy
A clause may excuse a supplier, but it does not deliver your goods. Supplier risk management, with alternative sources and contingency plans, is what keeps operations running.
Visibility was the real bottleneck
Many organizations spent weeks working out which contracts contained which wording. Those with searchable repositories answered in days.
How to draft force majeure clauses now
- Name the events explicitly, including epidemics, pandemics, government orders, sanctions, cyber incidents and utility failures
- Describe the required effect, for example that performance is prevented, not merely more expensive
- Set a clear notice period and the evidence the affected party must provide
- Require mitigation and regular updates during the event
- State what happens to payment obligations during suspension
- Give both parties a right to terminate if the event lasts beyond an agreed period
Have your legal team set the preferred and fallback positions, and store them in your contract clause library.
Supplier risk and force majeure together
| Tool | What it does | What it does not do |
|---|---|---|
| Force majeure clause | Allocates liability when an extraordinary event prevents performance | Secure supply or replace a failed supplier |
| Supplier risk management | Identifies concentration, financial and geographic risk before a crisis | Change what the contract says |
| Business continuity plan | Keeps operations running during disruption | Excuse contractual non performance |
Be ready for the next disruption
Resilience depends on answering three questions within hours: which contracts are affected, what each one says and who must act. That requires every contract in one repository with clean metadata, and AI that can find and compare clauses across thousands of documents.
Aavenir Atlas answers questions across the whole portfolio, such as which supplier contracts lack pandemic wording. Contractflow keeps new contracts on approved language, and Aavenir AI flags clauses that depart from it, with a person approving every result.
A quick review plan for existing contracts
Start with your highest value and single source supplier contracts. For each, check whether the clause names the events you care about, what notice it requires and what happens to payment and termination. Record the gaps, then update the wording at the next renewal or amendment rather than waiting for the next crisis.
Keep a short register of the gaps you find, with the contract, the missing wording and the date of the next renewal or amendment. That register becomes your negotiation list, and it shows leadership how exposed the portfolio is today.
The bottom line
COVID-19 showed that a force majeure clause is only as useful as its wording and only as reachable as your contract data. Draft specific clauses, pair them with real supplier risk planning and keep your portfolio searchable, so the next disruption starts with answers instead of a search.