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31.1 Obligations of Party in Event of Force Majeure

If a Party is prevented from complying with this Agreement, in whole or in part, by an event or circumstance of Force Majeure, it shall give written Notice to the other Party as soon as practicable after its occurrence (specifying the nature of the event or circumstance, what is required to remedy the event or circumstance – if remedy is possible, the estimated time to cure or overcome the event or circumstance, and the obligations that cannot be properly or timely performed on account of the event or circumstance) and the obligations of that Party other than the payment of money due, the performance of which are prevented by the Force Majeure event or circumstance shall be suspended during the continuance of such Force Majeure.

31.2 Extension of Agreement

The term of this Agreement shall be automatically extended for the period of the Force Majeure.

31.3 Negotiation in Event of Force Majeure

If an obligation is suspended by reason of Force Majeure for more than [one (1) year], the Parties shall enter into good faith negotiations to revise the terms of this Agreement to reflect the changes circumstances, provided that this Agreement shall remain in effect during the period during which the parties are negotiating the terms of any such revision, provided that nothing in this Agreement shall require the Company to settle any strike or other labour dispute otherwise than on terms acceptable to it, or to contest the validity or enforceability of any law, regulation, order, determination, or other legal proceeding.

31.4 Suspension of Operations for Market Conditions

Where the Company proposes to reduce or suspend Mining Operations due to market conditions, the Company shall notify the State thirty (30) Days in advance giving reasons for the proposed suspension, and the State, upon determining that the reason for suspension is reasonable, shall approve the suspension for up to six (6) months in the first instance, and for a further period not exceeding twelve (12) months. The State may terminate this Agreement if the Company suspends all Mining Operations for more than thirty-six (36) months. In such case, the Project shall be considered as not remaining in Commercial Production at the expiration of the 36th month in which Mining Operations are suspended.
In the event of temporary closure or a cessation of Mining Operations, the Company shall be responsible for performing any and all environmental management of the Mining Area as set forth in the Environmental Management Plan. Should the State terminate this Agreement as a result of a suspension of Mining Operations, the Company shall be required, following the approval of the State, to implement the Closure Plan, and the Company shall, upon Notice from the State and within [thirty (30) Days], adjust the amount of the mine closure guarantee required under this Agreement.

Example 1
17.14 FORCE MAJEURE

(a) Each Party shall be exempt from compliance with its obligations under this Agreement, except the obligation to pay money, and any period in which it must perform an obligation or exercise a right shall be extended, to the extent that, and for so long as, such compliance is hindered or prevented by the occurrence of an event of Force Majeure.
(b) A Party asserting Force Majeure shall exercise commercially reasonable efforts to eliminate the event of Force Majeure and shall give prompt Notice to the other Parties within a reasonable period after it becomes aware of the event that constitutes the event of Force Majeure.
“Force Majeure” shall mean any event or circumstance beyond the reasonable control of the Party asserting Force Majeure, that prevents or delays such Party from fulfilling its obligations or exercising its rights under this Agreement. Such events of Force Majeure shall include: fire, flood, explosion, atmospheric disturbance, lightning, storm, volcanic eruptions, hurricane, tornado, earthquake, landslide or epidemic, war, riot, civil war, blockade, insurrection or civil disturbances, acts of terrorism, strike, lockout or other industrial disturbances, an act of government, including, the issuance or promulgation by a governmental body or entity having jurisdiction, or any court of an order, law, statute, ordinance, rule, regulation or directive, that directly affects the ability of a Party to perform any obligation under this Agreement, other than the obligation to remit payments.

17.15 ECONOMIC HARDSHIP
Company shall be exempt from compliance with its obligations under this Agreement, except the obligation to pay money, during any period in which such compliance is made uneconomic by Economic Hardship. Any period of time in which Company must exercise any right or perform any obligation shall be extended for a period equal to the duration of the Economic Hardship. If Company asserts the existence of Economic Hardship, it shall give prompt Notice to THE STATE of the circumstances constituting Economic Hardship.

“Economic Hardship” shall mean economic conditions of the market that materially and adversely affect actual or planned Operations.

Example 2
25 FORCE MAJEURE
Any failure on the part of a Party hereto to comply with any of the terms, conditions and provisions of this Agreement (except any obligation of a Party to make payment of money to the other Party) shall not be grounds for termination or give the other Party hereto any claim for damages insofar as such arises from Force Majeure, if the first-mentioned Party:

25.1.1 has taken all appropriate precautions, due care and reasonable alternative measures with the objective of avoiding such failure and of carrying out its obligations under this Agreement; and
25.1.2 has given notice to the other Party of the occurrence of Force Majeure on becoming aware of such an event.
The first-mentioned Party shall take all reasonable measures to overcome the Force Majeure and to fulfill terms and conditions of this Agreement with the minimum of delay (provided that no Party has an obligation to settle a labour dispute or to test the constitutionality of any legislation or law) and shall give notice to the other Party on the restoration of normal conditions.

For the purposes of this Agreement, Force Majeure means act of war (whether declared or undeclared), invasion, armed conflict, act of foreign enemy, act of terrorism, martial law, military or usurped power, insurrection, revolution, civil disturbances, blockades, riot, embargoes, strikes, lock-outs and other labour conflicts, sabotage, criminal damage, land disputes, epidemics, plague, volcanic eruptions, earthquakes, subsidence, heave, landslip, collapse, rock falls, storms, cyclones, floods (including flooding of underground mine works), explosions (including nuclear explosions), fires, lightning, methane and other underground gases and the explosion thereof, radioactive or chemical contamination or ionising radiation unless the source or cause of the contamination, radiation or other hazardous thing is brought or has been brought onto or near COMPANY’s operations by the Party claiming Force Majeure or those employed or engaged by the Party claiming Force Majeure unless it is or was essential for the construction or operation of the Facilities, non-availability of electrical power, gas, water or other utilities other than due to the negligence or default of COMPANY, restrictions imposed by the government or other authorities of any country which has jurisdiction either over COMPANY or its operations (provided that GOVERNMENT will not be entitled to claim a Force Majeure Event as a result of restrictions imposed by Country governmental authorities) or destruction of, damage to or unavailability of materials, equipment or supplies and any other event which the Party claiming Force Majeure could not reasonably be expected to prevent or control.

Example 3
FORCE MAJEURE
Any failure by Government or by the Company to carry out any of its obligations under this Agreement shall not be deemed a breach of contract or default if such failure is caused by force majeure, that party having taken all appropriate precautions, due care and reasonable alternative measures with the objectives of avoiding such failure and of carrying out its obligations under this Agreement. If any activity is delayed, curtailed ore prevented by force majeure, then anything in this Agreement to the contrary not withstanding, the time for carrying out the activity thereby affected and the term of this Agreement specified in Article 31 shall each be extended for a period equal to the total of the periods during which such causes or their effects were operative, and for such further periods, if any, as shall be necessary to make good the time lost as a result of such force majeure. For the purposes of this Agreement, force majeure shall include among other things: war, insurrection, civil disobedience, blockade, sabotage, embargo, strike and other labor conflict, riot, epidemic, earthquake, storm, flood, or other adverse weather conditions, explosion, fire, lightning, adverse order or directive of any Government due to de jure or de facto or any instrumentality or subdivision thereof, act of God, breakdown of machinery having a major effect on the operation of the Enterprise and any cause (whether or not of the kind hereinbefore described) over which the affected party has no reasonable control and which is of such a nature as to delay, curtail or prevent timely action by the Party affected.

The Party whose ability to perform its obligations is affected by force majeure shall notify as soon as practicable the other Party thereof in writing, stating the cause, and the Parties shall endeavor to do all reasonable acts and things within their power to remove such cause, provided, however, that neither Party shall be obligated to resolve or terminate any disagreement with third parties, including labor disputes, except under conditions acceptable to it or pursuant to the final decision of any arbital, judicial or statutory agencies having jurisdiction to finally resolve the disagreement. As to labor disputes, the Company may request the Government to co-operate in a joint endeavor to alleviate any conflict which may arise.

Example 4
ARTICLE 19 FORCE MAJEURE

19.1 If the Licensee is prevented from complying with this Agreement, in whole or in part, by an event of Force Majeure, the Licensee shall give written notice to the Licensing Authority as soon as practicable after its occurrence and the obligations of Licensee which are directly related to the Force Majeure shall be suspended during the continuance of the Force Majeure.
19.2 The term of this Agreement shall be automatically extended for the period of the Force Majeure.
19.3 If an obligation is suspended by Force Majeure for more than one (1) year, the Parties to this Agreement may enter into good faith negotiations to decide on the fate of this Agreement.

Example 5
Part IX, General Provisions
Failure to fulfill the terms of leases due to “Force Majeure”:

Failure on the part of the lessee/lessees to fulfill any of the terms and conditions of this lease shall not give the (Central or State Government) any claim against the lessee/lessees or be deemed a breach of this lease, in so far as such failure is considered by the said (Government) to arise from force majeure, and if through force majeure the fulfillment by the lessee/lessees of any of the terms and conditions of this lease be delayed, the period of such delay shall be added to the period fixed by this lease. In this clause the expression “Force Majeure” means act of God, war, insurrection, riot, civil commotion, strike, earth quake, tide, storm, tidal wave, flood, lightning, explosion, fire, earthquake and any other happening which the lessee/lessees could not reasonably prevent or control.

Example 6
ARTICLE 38, FORCE MAJEURE

38.1 Any failure by either Party to carry out any of its obligations under this Agreement other than payment or notice obligations shall be excused to the extent such failure is caused by force majeure. If the performance of the obligation affected by force majeure is delayed, anything in this Agreement to the contrary notwithstanding, the time provided for carrying out such obligations and the terms of this Agreement specified in Article 7 shall each be extended for a period equal to the delay caused as a result of force majeure. However, it is agreed that neither the (Government) nor (Company) shall be able to invoke in their favor as force majeure any action (or failure to take action) for which they are responsible.
38.2 For purposes of this Agreement, force majeure shall mean any event beyond control of any Party including among other things, wars, insurrections, civil disturbances, blockades, embargoes, strikes and other labor conflicts, riots, epidemics, earthquakes, storms, floods, or other adverse weather conditions, explosions, fire, lightning, acts of terrorism, or government acts. It is the intention of the Parties that force majeure be interpreted as closely as possible in accordance with the principles and customs of international law.
38.3 The Party whose ability to perform its obligations is affected by force majeure shall notify the other Party thereof in writing, stating the cause. And the Parties shall endeavor to do all reasonably within their power to remove such cause; provided, however, that neither Party shall be obligated to resolve or terminate any disagreement with third parties, including labor disputes, except under conditions acceptable to it or pursuant to the final decision of any arbitral, judicial or statutory agencies having jurisdiction to finally resolve the disagreement. The (Government) agrees to cooperate with (Company), each SEP, and/or each Operator to alleviate any labor conflict which may arise.

Example 7
CHAPTER 13: FORCE MAJEURE

13.1. A Force Majeure event means an event defined as “Force Majeure” in Chapter 16 (Sixteen).
13.2. A Party to this Agreement shall not be liable for the consequences of any failure by it to perform or default by it in performing any or all of its obligations under this Agreement, if that failure or default is caused by Force Majeure. Where there has been any such failure or default, the failure or default shall not be considered non-compliance with any obligation under this Agreement, and all the obligations and times which because of such failure or default could not be fulfilled shall be deemed to have been suspended while the Force Majeure continues.
13.3. The Party whose ability to perform its obligations is affected by Force Majeure shall notify as soon as practicable the other Party thereof in writing stating the cause, and the Parties shall do all reasonable acts and things, and the Parties shall cooperate to mutually agree to remove such cause.
13.4. If a Party is prevented or delayed by Force Majeure from performing its obligations under this Agreement in whole or in part, an amount of time reasonably required to overcome the effect of the event of Force Majeure and a reasonable period to prepare for the resumption or initiation of the actions so prevented or delayed shall be added to any time provided for or otherwise allowed therefore under this Agreement and to the term of this Agreement.

[…]

16.22. Force Majeure means an event beyond the control of a Party, including natural disasters such as earthquake, storm, fire, lightning, flood, drought, radioactive contamination, the closure of an international border crossing (on either side), significant labor unrest, and social emergency situations such as plague, war, state of war, and quarantine.

Example 8
20.7 FORCE MAJEURE

(a) If any party becomes wholly or partly unable because of force majeure to perform any of its obligations under the accepted exploration contract, then the party affected by the force majeure must give the other parties notice of the force majeure specifying:

(i) details of the force majeure;
(ii) insofar as it is known, the probable scope of the force majeure; and
(iii) insofar as it is known, the probable duration for which it will be unable to perform the relevant obligation, and the relevant obligation shall be deemed to be suspended, but:
(iv) the suspension shall be of no greater scope nor longer duration than the consequences of the relevant event of force majeure; and
(v) the party affected by the force majeure must use all reasonable endeavours to counter it or to otherwise remedy its inability to perform.

(b) Nothing in clause 20.7(a)(v) requires a party to:

(i) settle any strike or other labour dispute otherwise than on terms acceptable to it; or
(ii) contest the validity or enforceability of any law, regulation or order, or determination of any authority, by way of legal proceedings.
1.1 DEFINITIONS

[…]

“force majeure” means any act, event or cause, which is beyond the reasonable control of a party, including such an event being:
(a) an Act of God, war, sabotage, riot, civil commotion, national emergency (whether in fact or law), fire, lightning, flood, earthquake, landslide, drought, storm or other adverse weather conditions, explosion, power shortage, strike or other labour difficulty (whether or not involving employees of that party), epidemic, disease, pestilence, quarantine or radioactive contamination;
(b) action or inaction of any competent authority (including any court of competent jurisdiction), including expropriation, restraint, prohibition, intervention, requisition, requirement, direction or embargo by legislation, regulation, decree or other legally enforceable order or decision;
(c) religious or other ceremonial activities (carried out pursuant to obligations under Aboriginal tradition) of members of the native title claim group or other persons (if any) who hold native title in relation to any of the land or waters within the exploration land; or
(d) breakdown of plant, machinery or equipment (including ships, trains, trucks or vehicles) or shortage of labour, transportation, fuel, power, plant, machinery, equipment or material.

REFER TO MMDA DISCLAIMERS AND MMDA USER’S GUIDE
PRIOR TO ANY USE OF THIS DOCUMENT.

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