This clause says that if a force majeure event happens, you must still try to minimize the damage and find workarounds to perform your contract. For instance, if your supplier's factory floods, you must try to source materials elsewhere rather than simply giving up. UK and US courts enforce a general legal duty to "mitigate losses"—you cannot sit idle and then claim the other party owes you money for all the damage. This clause makes that duty explicit and often includes penalties if you fail to mitigate.
Negotiate clear limits on what "mitigation" means—you should not have to spend unlimited money or accept unreasonable costs to work around the problem. Add language like "reasonable mitigation efforts" or "mitigation at reasonable cost." Also specify that mitigation doesn't mean you must accept substitute performance that changes the core deal (for example, you shouldn't have to accept a completely different product just because the original is unavailable). ---
Frequently Asked Questions
What does this clause mean in simple terms?
This clause says that if a force majeure event happens, you must still try to minimize the damage and find workarounds to perform your contract.
Why should I care about this clause?
For instance, if your supplier's factory floods, you must try to source materials elsewhere rather than simply giving up.
What are my options?
UK and US courts enforce a general legal duty to "mitigate losses"—you cannot sit idle and then claim the other party owes you money for all the damage.
How does this affect small businesses?
This clause makes that duty explicit and often includes penalties if you fail to mitigate.