This clause requires the party facing a force majeure event (like a natural disaster or pandemic) to take reasonable steps to minimize the damage and get back to performing their contract duties. For example, if a supplier's factory floods, they must try to find alternative suppliers or production methods rather than simply giving up. Under English and US common law, courts already expect this behavior—you generally cannot sit idle and let losses pile up while claiming you're excused from performance. This clause simply makes that legal duty explicit in your contract.
Accept this clause without much pushback—courts will expect it anyway. However, negotiate to define what "reasonable steps" means (for example, "reasonable steps that don't cost more than 10% of the contract value"), so you're not forced into ruinously expensive workarounds. Ask for the other party to reimburse you for documented mitigation costs if they're unusually high. ---
Frequently Asked Questions
What does this clause mean in simple terms?
This clause requires the party facing a force majeure event (like a natural disaster or pandemic) to take reasonable steps to minimize the damage and get back to performing their contract duties.
Why should I care about this clause?
For example, if a supplier's factory floods, they must try to find alternative suppliers or production methods rather than simply giving up.
What are my options?
Under English and US common law, courts already expect this behavior—you generally cannot sit idle and let losses pile up while claiming you're excused from performance.
How does this affect small businesses?
This clause simply makes that legal duty explicit in your contract.