Force Majeure clause full text

Force Majeure

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from events or circumstances beyond its reasonable control which could not reasonably have been foreseen or prevented (Force Majeure Event), including but not limited to acts of God, natural disasters, epidemic or pandemic (and any governmental measures taken in response thereto), war, terrorism, civil unrest, strikes or other industrial action not limited to the workforce of the affected Party, acts or omissions of governmental or regulatory authorities, interruption or failure of utilities or transport networks, or shortages of materials or energy arising directly or indirectly from any of the foregoing. A Force Majeure Event shall not include lack of funds, adverse market conditions, or any event caused by the negligence, wilful misconduct, or breach of this Agreement by the affected Party.

The Party affected by a Force Majeure Event shall notify the other Party in writing promptly and in any event no later than ten (10) Business Days after becoming aware of such event, describing the nature of the Force Majeure Event, the obligations affected, and its expected duration. The affected Party shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable, and shall keep the other Party reasonably informed of material developments.