This form provides a model boilerplate Force Majeure clause for contracts based on the Uniform Commercial Code (UCC).
Arizona Force Mature Provisions — The UCC Model refers to a set of legal provisions outlined in the Uniform Commercial Code (UCC) that deal with the impact of unforeseen events or circumstances on contractual obligations in the state of Arizona. Force majeure provisions are included in contracts to address situations where performance becomes impossible or impracticable due to factors beyond the control of the contracting parties. The Arizona UCC Model incorporates specific guidelines to determine whether a force majeure event has occurred and how it affects contractual obligations. These provisions offer protection to both buyers and sellers in commercial transactions, allowing for the suspension or termination of contractual obligations when certain defined events arise. The force majeure provisions under the Arizona UCC Model cover various circumstances, including but not limited to natural disasters (e.g., hurricanes, earthquakes, floods), acts of terrorism, wars, governmental actions, labor strikes, and supply chain disruptions. These provisions allow contracting parties to be excused from their performance obligations or grants them additional time for performance in case of such events. Under the Arizona UCC Model, force majeure events must be beyond the control of the affected party and must prevent them from performing their obligations under the contract. The events must not have been contemplated or anticipated at the time of the contract's formation. The party seeking to invoke the force majeure provision must demonstrate that they have been diligent in attempting to mitigate the effects of the event and that performance has indeed become impossible or impracticable. It is important to note that force majeure provisions are not automatically included in contracts and must be specifically negotiated and inserted. There are different types of force majeure provisions that can be tailored to meet the needs of specific contracts. Examples of these provisions include: 1. Unilateral Suspension Clause: This provision allows one party to temporarily suspend their performance obligations due to a force majeure event. The suspension of obligations generally lasts until the event ceases or reaches a manageable state. 2. Termination Clause: This provision permits one or both parties to terminate the contract entirely if a force majeure event occurs and continues for an extended period. Termination often occurs when the event renders the contract's purpose unachievable. 3. Time Extension Clause: With this provision, parties negotiate an extension of time within which they must perform their obligations if a force majeure event arises. This clause provides flexibility to adjust deadlines accordingly during force majeure events. In summary, Arizona Force Mature Provisions — The UCC Model provides a comprehensive framework to address unforeseen events that may affect contractual performance. These provisions offer protection and flexibility to contracting parties, enabling them to handle force majeure events in a fair and reasonable manner while preserving the overall integrity of their contracts.
