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Force Majeure Clause Drafter and Checker
A force majeure clause fitted to your contract and your side, or a check of whether an event is covered, with the notice to send.
River drafts a force majeure clause for the contract in front of you rather than a generic one. Paste the agreement or the current clause, or describe the deal, and say which side you are on. River writes the clause around the obligations that could actually be disrupted, chooses the listed events for that deal, and adds notice, mitigation, suspension and termination terms. Each drafting choice comes with a short note explaining why it was made and what the other side may push back on.
The difference is that the clause is written for one party and one deal. A supplier relying on a single source wants supplier failure and utility outages listed. A customer paying monthly wants payment carved out and a right to leave if a delay drags on. River also handles the moment the clause is tested: describe the event, and it quotes your clause, sets out the arguments on both sides, and drafts the notice the clause requires.
This is for business owners, contract managers and lawyers negotiating supply, services, events, leases and software agreements. It is also for anyone who has just had a shipment, a venue or a supplier fall through and needs to know where they stand under a signed contract. If the contract is a published standard form, such as River's cloud service agreement, changes go on the cover page or in a contract amendment rather than into its standard terms. For a services deal drafted from scratch, the master services agreement writer builds the whole contract.
How courts actually read force majeure clauses
Force majeure is a contract term, not a general legal excuse. If the clause does not cover the event, it usually does not help, and courts in New York and elsewhere read these clauses narrowly. In the leading New York case, Kel Kim Corp. v. Central Markets (1987), a tenant that lost its liability insurance could not use the clause because the event was not listed and was unlike the events that were. A catch-all phrase tends to be read in light of the listed events around it.
Wording still decides close cases. In JN Contemporary Art v. Phillips Auctioneers the Second Circuit agreed in 2022 that the COVID-19 pandemic and the related shutdown orders fell within a clause listing natural disasters, even though pandemics were not named. Rising costs are a different matter. A supplier whose inputs double in price usually remains bound, both under most clauses and under the Uniform Commercial Code's commercial impracticability rule for sales of goods.
A practical drafting checklist follows from that. List the events this deal is really exposed to, such as a sole supplier, a single data center or one venue. Say whether payment obligations are excused, and usually they are not. Require prompt written notice and reasonable efforts to work around the event. Then set a period, often thirty to ninety days, after which either side may end the contract. The illustrative packaging supplier above would also want winter storms and supplier shutdowns named.
How it works
Share the contract
Paste the agreement or the current clause, or describe the deal, and say which side you are on.
River fits the clause
It identifies the obligations at risk, picks the events to list, and checks how the governing law reads them.
Get the clause
The clause in contract form with drafting notes, or an event assessment with a ready notice letter.
Negotiate in chat
Ask for the other side's likely redline, a fallback position, or a version that favors you less.
What you get
- A clause fitted to your contract and your side, inserted where it belongs in the agreement
- Listed events chosen for this deal, such as supplier failure, cyberattacks, epidemics or government orders
- Payment carve-outs, notice, mitigation, suspension and a termination right after a long delay
- A short note on each drafting choice and the pushback the other side is likely to raise
- For an event that has happened, the arguments on both sides and the notice your clause requires
- Gaps marked for you to confirm instead of guessed dates, names or notice addresses
Common questions
Does a force majeure clause excuse paying?
Usually not, and most well drafted clauses say so expressly. Being unable to pay is rarely treated as beyond a party's control, since money can usually be found or borrowed. A customer whose business has stopped may still owe fees unless the contract says otherwise. If payment relief matters to you, it needs its own clause.
Should a clause name pandemics now?
If the deal could be disrupted by one, name it, along with the government orders that tend to follow. Courts have gone both ways on clauses that did not mention disease, so naming the event avoids a fight about whether natural disaster or a catch-all phrase reaches it. Also say whether a pandemic already underway when you sign is covered.
What if our contract has no force majeure clause?
You may still have common-law defenses such as impossibility or frustration of purpose, and for sales of goods the commercial impracticability rule. These are narrower and harder to win than a clause. River can assess the facts against those doctrines and draft a clause to add by amendment for the future.
Does a price increase count as force majeure?
Rarely. Courts generally treat higher costs as a business risk the parties accepted, even when the increase is large. If your margin depends on an input price, use a price adjustment or escalation clause instead, tied to a published index, and keep force majeure for events that actually prevent performance.
What should a force majeure notice say?
Whatever the clause requires, delivered the way the notices section requires. Typically that means the event, when it began, which obligations it affects, what you are doing to work around it, and when you expect to resume. Send it promptly, because late notice is one of the most common reasons a valid claim fails.
Is a mutual clause always fair?
Not necessarily. A mutual clause looks balanced, but in most deals only one side performs anything that can be disrupted, while the other side mainly pays. If payment is carved out, a mutual clause mostly protects the performing party. Decide which side you are on and draft knowing who will actually use it. An indemnification clause raises the same question.
Sources
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.
Force Majeure Clause Drafter and Checker
Describe what you need, add any files you have, and your workspace opens with the work already underway.