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Force Majeure Clause

Note: The following forms and documents are prepared by the above under the laws and practice prevailing as of [Date]. Seldom is a model form or document directly suitable to a transaction without adaptation to the particularities and circumstances of the matter.

Force Majeure

Force Majeure - The parties hereto shall not be responsible for failure to perform hereunder due to force majeure, which shall include, but not be limited to, fires, floods, riots, strikes, labor disputes, freight embargoes, or transportation delays, shortage of labor, inability to secure fuel, materials, supplies, equipment, or power on account of shortages thereof, or any other cause, all of which shall be beyond the reasonable control of such part. If force majeure shall occur, the affected party shall promptly give notice thereof to the other party, but not alter than five days after the occurrence of the event giving rise to the force majeure. The notice shall also set forth a description of the performance hereof affected by the event of force majeure and propose an alternative, to the extent available, to come as closely as possible to full performance by the affected party. The affected party shall otherwise use its best efforts to cure or correct such event of force majeure and resume performance herof within the shortest period of time. A party hereto may, during a period of shortage or delay due to any such causes, prorate its supply in such a manner as deemed equitable in the judgment of the affected party. If the event of force majeure shall continue for a period of at least _____ months after said delivery of notice thereof, either party shall have the right to terminate this Agreement by giving written notice of termination to the other party at least thirty days prior to its effectiveness. In the event of termination as set forth herein, to the extent one party has fully or partly performed without receipt of performance of the other party, such party must account to the other party for any unjust enrichment resulting from such full or part performance. If a party cannot compensate the other party for the unjust enrichment received, that party shall return, to the extent possible, the property or money received from the other party in order to return the parties as closely as possible to the posiion they would have been had they not entered into this Agreement.