Force Majeure Clauses Gain Prominence During COVID-19

The COVID-19 epidemic brought to the forefront a contractual concept known as “force majeure.”  The term “force majeure” is a French phrase that means “superior or irresistible force.”  In contract law, a force majeure clause excuses or delays a party from performing its contractual obligations under the contract due to unforeseen events or circumstances.  This often-overlooked term became the focus of countless businesses and nonprofits unable to comply with their contracts due to the outbreak of COVID-19.  As our nation deals with COVID-19 and other future outbreaks of disease, force majeure clauses need to be carefully analyzed to determine if they allow a party to escape its obligations.  New contracts should be carefully drafted to ensure that COVID-19 or other similar outbreaks continue to constitute a valid reason to terminate or delay a contractual obligation.

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Avoid the Pitfalls of Careless Contract Drafting

Each day millions of businesses, individuals, and non-profits make law that spells out their rights, duties, and obligations.  They do this by entering contracts.  A contract is an agreement between two or more parties containing legal obligations that carry the force of law.  It can be surprising how little attention is paid to contracts before signing them.  In some cases, parties enter multi-year agreements or incur thousands or millions of dollars in obligations without carefully reviewing the agreement. 

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Beware of Work-for-Hire Nuances

The term “work-for-hire” is often loosely used to refer to an agreement with an author, musician, or other independent contractor to create a copyrighted work.  “Work-for-hire” agreements are routinely entered for the purpose of vesting ownership of the work with the party paying for the work.  The term “work-for-hire” has a precise meaning under the U.S. Copyright Act, and if care is not used to properly draft the agreement, the partying paying for the work may not legally own all rights to the work. 

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