ASSISTANT
Force Majeure Clause:
1. Definition: The parties agree that a force majeure event refers to any event or circumstance beyond the reasonable control of either party which results in the inability of the affected party to fulfill its obligations under this manufacturing and distribution agreement. Such events may include, but are not limited to, acts of God, fires, floods, earthquakes, storms, hurricanes, wars, acts of terrorism, government restrictions or regulations, labor disputes, pandemics, epidemics, or any other unforeseeable event that makes performance commercially impracticable.
2. Force Majeure Event: In the event that a force majeure event occurs and affects the manufacturing, distribution, transportation, or delivery of the products to California, Oregon, Washington, and Alaska, the affected party shall promptly notify the other party in writing of the existence of such event, specifying the nature of the force majeure event, the expected duration of its impact, and the measures being taken to mitigate its effect.
3. Suspension of Obligations: During the force majeure event and for the duration of its impact, the affected party's obligations that are affected by such event, including but not limited to manufacturing, distribution, transportation, and delivery of the products, shall be suspended to the extent directly affected.
4. Mitigation: The affected party shall use commercially reasonable efforts to mitigate the impact of the force majeure event and resume the performance of its obligations as soon as reasonably practicable. Such efforts may include finding alternative means of manufacturing, distribution, transportation, or delivery, subject to availability and feasibility.
5. Termination: If the force majeure event continues for a period of [insert duration, e.g., 90 days], either party shall have the right to terminate this agreement upon written notice to the other party. In such event, neither party shall be held liable for any damages, losses, or costs resulting from the termination of this agreement due to the force majeure event.
6. Allocation of Priorities: In the event that a force majeure event affects the supply of products, the parties agree to prioritize the allocation of available products in a fair and equitable manner based on their respective business requirements, contractual obligations, and any applicable laws or regulations.
7. Notice: Any notice or communication required under this force majeure clause shall be given in writing and sent by email, registered mail, or courier to the addresses provided in the manufacturing and distribution agreement.
8. Governing Law: This force majeure clause shall be governed by and construed in accordance with the laws of the state of Texas.
9. Severability: If any provision of this force majeure clause is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
10. Entire Agreement: This force majeure clause forms part of the manufacturing and distribution agreement and constitutes the entire agreement between the parties with respect to the subject matter herein. Any amendments or modifications to this clause shall be made in writing and signed by both parties.
[Party Name - Manufacturer]
By: _______________________________
[Authorized Signatory]
Date: _____________________________
[Party Name - Distributor]
By: _______________________________
[Authorized Signatory]
Date: _____________________________