Broad Force Majeure
Brand can suspend performance (including payment) on broadly-defined triggers that go beyond traditional force-majeure events.
What it means
This contract gives the brand the right to suspend or delay its obligations on broadly-defined triggers, catch-all language like "any event beyond reasonable control" or "any cause whatsoever". Force-majeure invocation can suspend payment, delivery feedback, or other brand-side obligations.
A broad force majeure clause can let the brand suspend its obligations for ordinary business events, not just extraordinary ones. Combined with payment suspension, broad force-majeure can materially affect creator cash flow.
What to check before you sign
- ·Is the force-majeure scope narrowly enumerated or open-ended?
- ·Does the clause exclude routine business or market conditions?
- ·Does it apply to payment obligations as well as performance?
- ·Is invocation symmetrical (both parties can invoke)?
- ·Is there a notice requirement and a defined mitigation obligation?
- ·Are foreseeable events excluded?
How to fix it
Limit force-majeure to a defined enumerated list (war, natural disaster, government action, pandemic) without catch-all language.
Explicitly exclude routine business conditions, market shifts, supply-chain disruption, and operational setbacks from force-majeure scope.
Exclude payment obligations from force-majeure suspension; payment for delivered work continues even where future performance is excused.
Add creator right to terminate without penalty if force-majeure suspension extends beyond a defined period (commonly 30-60 days).
Negotiating it
"Could we limit force majeure to a listed set of events (war, natural disaster, government action, pandemic), exclude routine business and market conditions, and keep payment obligations out of any suspension? "
Broad force-majeure with asymmetric invocation (brand can invoke, creator cannot), payment suspension rights, no notice requirement, no foreseeability exclusion, and no termination right on extended suspension, combined with broad exclusivity and one-way termination rights, creates a structure where the creator bears the operational cost of commitment without certain performance or payment. Strong walk-away signal.
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Educational guidance, not legal advice. For high-value or complex deals, get independent legal advice from a qualified professional.