Caution

Broad Force Majeure

Brand can suspend performance (including payment) on broadly- defined triggers that go beyond traditional force- majeure events.

Show it
Look in the force-majeure, excused- performance, or general terms section for catch-all language - "any event beyond reasonable control", "any cause whatsoever", "any circumstance the Brand deems sufficient", "including but not limited to", "whether foreseeable or unforeseeable", or "business interruption of any kind".
Decode it
Traditional force-majeure excuses performance only for extraordinary events (war, natural disaster, government action, pandemic). Broad force- majeure expands that floor by including routine business conditions, foreseeable events, or catch-all language - converting the creator's expectation of contracted performance into a brand option that can be triggered on ordinary market setbacks.
Fix it
Push for: a narrowly- enumerated list (war, natural disaster, government action, pandemic); explicit exclusion of routine business and market conditions; payment obligations excluded from suspension; mutual invocation rights; notice with defined mitigation obligations; creator termination right if suspension extends beyond a defined period.

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.

Traditional force- majeure provisions excuse performance only for extraordinary events (war, natural disaster, government action, pandemic). Broad force- majeure expands that floor, by including routine business or market conditions, foreseeable events, or catch-all language, the brand can invoke it against delays that would not excuse performance under ordinary standards. 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

  • moderate

    Limit force- majeure to a defined enumerated list (war, natural disaster, government action, pandemic) without catch-all language.

  • easy

    Explicitly exclude routine business conditions, market shifts, supply- chain disruption, and operational setbacks from force- majeure scope.

  • moderate

    Exclude payment obligations from force- majeure suspension; payment for delivered work continues even where future performance is excused.

  • moderate

    Add creator right to terminate without penalty if force- majeure suspension extends beyond a defined period (commonly 30-60 days).

Negotiating it

A good opening

"Could we narrow the force-majeure scope to an enumerated list (war, natural disaster, government action, pandemic), exclude routine business and market conditions, and exclude payment obligations from suspension? "

When to walk away

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, consult a qualified solicitor.