This Practice Note provides practical guidance for general commercial practitioners on points to consider when drafting a business to business agreement to minimise the adverse consequences of unforeseen events, changes in the economic climate, crisis, disaster or other events beyond the contracting parties’ control. It is also relevant for practitioners when drafting a contract during a force majeure or other ongoing disruptive event. The Practice Note further considers illegality, hardship, business continuity, rights to terminate and key risk-mitigation clauses such as those dealing with price variation, currency exchange fluctuations, indemnities, insurance and contract review.

For a summary ‘how to’ guide on preparing contracts to cover unforeseen events which signposts relevant content including links to potentially relevant issues, including clauses dealing with force majeure, and other commercial and practical considerations, see Practice Note: How to draft a contract to cover unforeseen events.

Legal practitioners commonly draft contracts with a view to anticipating the ‘worst case scenario’. Typically, this may involve including standard boilerplate and commercial clauses that will favour the drafting party