Can AI identify force majeure, material adverse change (MAC), and hardship clauses across our contracts automatically?
Nov 29, 2025
A shipping lane closes, a borrower misses a covenant, a new rule drops out of nowhere—now everyone asks the same thing: do our contracts actually cover this?
Where’s the force majeure? Is there a real MAC definition or just “material breach” language? Do we have hardship rights to renegotiate? Digging through thousands of PDFs by hand isn’t happening. The nice part: modern AI can pull those clauses, tell them apart, and grab the bits you care about—across your whole portfolio—in minutes.
Here’s what we’ll walk through: how AI spots these clauses, the accuracy you should expect, and the exact fields worth capturing—notice periods, carve‑outs, mitigation, thresholds. We’ll also hit real‑world messiness like scans and multilingual contracts, and how to roll this out without turning your team upside down.
- Why these clauses matter—and why manual review usually stalls
- How AI detects, extracts, and tells similar clauses apart
- Handling OCR, cross‑references, and multiple languages
- Proof and process: precision/recall, confidence, and human review
- Integrations, dashboards, alerts, and getting the data where you need it
- ROI, fast wins, and a practical 4–6 week pilot plan
Executive summary and quick answer
Short version: yes, AI can find force majeure, MAC, and hardship clauses across your agreements and pull the details that matter. If you’ve been wondering how to automatically find force majeure clauses in contracts or whether AI MAC clause detection for M&A and lending is reliable enough—the answer is yes, with the right setup.
You can scan piles of agreements, catch clauses even when they aren’t labeled, and extract notice windows, carve‑outs, and rights. After COVID‑19, we all learned how many “events beyond reasonable control” variations exist. And cases like Akorn v. Fresenius (Del. Ch. 2018) reminded everyone that MAC is a narrow, context‑heavy tool.
Tip that saves time: use different confidence thresholds by clause type. Force majeure tends to be more standard, so push for high recall with lighter review. MAC and hardship are rarer and loaded with nuance—set tighter thresholds and route more to human eyes. You’ll move faster without losing trust.
What these clauses are and why they matter
Force majeure excuses performance when something extraordinary happens—natural disasters, pandemics, government action. Courts looked closely at this during COVID‑19 (see JN Contemporary Art LLC v. Phillips Auctioneers LLC, S.D.N.Y. 2020). The devil is in the details: which events are covered, what notice is required, any duty to mitigate, and if termination kicks in after a while.
MAC is different. It protects buyers or lenders when the other side suffers a big negative shift. Delaware courts set a high bar. IBP v. Tyson Foods (2001) found no MAC; Akorn v. Fresenius (2018) did, emphasizing the change must be significant and lasting. In diligence, AI MAC clause detection helps you see what “material” really means in that contract, what’s carved out (industry downturns, law changes), and who holds the right.
Hardship shows up more in civil‑law systems. If performance becomes excessively onerous (not impossible), parties may have to renegotiate before termination. Some contracts cite UNIDROIT Principles. For global portfolios, hardship clause identification and renegotiation triggers with AI help you decide if you should push for changes or look for other remedies. Different clauses, different levers—knowing where you stand across the portfolio is the real power.
Why manual tracking fails at scale
It sounds simple: search for “Force Majeure.” Then you hit reality. No headings. Definitions split across annexes. Carve‑outs hiding in schedules. Cross‑references that flip meanings. Early in the pandemic, lots of teams couldn’t answer basic coverage questions because contracts were scattered across shared drives, email, and half a dozen CLM versions.
The wording varies everywhere. Some say “Force Majeure,” others “Acts of God,” many bury it in “General Provisions.” MAC is easy to confuse with “material breach.” Hardship shows up as “hardship,” “excessively onerous,” “rebus sic stantibus,” or local phrases. In global stacks, you’ll see höhere Gewalt (German) and caso fortuito (Spanish). Keyword search won’t catch all that.
Then come the scans—signed images, stamps, fuzzy text. OCR contract analysis for scanned PDFs and images is the price of entry. Without deduping and version linking, you’ll review the wrong draft or miss an amendment that changes a MAC trigger. The real cost isn’t just hours; it’s delays when the business needs a straight answer now.
What AI can do today (capabilities overview)
Modern tools do more than match keywords. They can classify clause types (force majeure vs MAC vs hardship) from context, pull field‑level details (events, carve‑outs, notice, thresholds), and attach a confidence score so you know what goes straight to dashboards and what needs a quick look.
Teams use a portfolio‑level contract clause tracking dashboard to see which supplier MSAs lack epidemics coverage, which loan agreements have “disproportionate effect” language, and where hardship renegotiation paths exist. In practice, folks have processed tens of thousands of contracts over a weekend for M&A and supply chain risk checks.
They’ll grab page‑anchored snippets for evidence and push structured data into BI tools and CLM fields. As a legal AI SaaS for clause extraction and risk scoring, the best value shows up in alerts and playbooks—say a new contract lands without a force majeure notice requirement, and it gets flagged for fix‑forward right away.
How AI actually identifies these clauses (under the hood)
Behind the scenes, it’s a mix of language models and guardrails. Domain‑tuned transformers learn the feel of legal text: phrases like “events beyond a party’s reasonable control” plus “notice within 10 days” scream force majeure even without a heading.
Rules catch trouble spots—like avoiding “material breach” false positives when you’re looking for a MAC definition. Then named‑entity and pattern extraction pick up the details: “epidemic,” “act of government,” “cyberattack,” measurement windows, renegotiation steps.
Cross‑reference resolution matters a lot. If “Disproportionate Effect” is defined elsewhere, the system follows it before tagging a MAC carve‑out. Layout‑aware parsing and OCR read tables and lists (where obligations love to hide). And CLM/DMS/VDR connectors for automated contract analysis keep version history straight so the extraction maps to the binding text, not some dusty draft.
Disambiguation: separating lookalikes and related provisions
This is where trust gets built. MAC vs “material breach” looks similar on the surface. But MAC is usually a defined term tied to conditions precedent or termination. “Material breach” is a performance standard. Good systems check for defined terms, section placement, and common MAC phrases like “taken as a whole” or “could reasonably be expected to.”
Force majeure vs hardship is another frequent mix‑up. Force majeure covers prevention or impossibility. Hardship covers excessive burden and typically forces renegotiation first. Adjacent clauses—change in law, frustration, impossibility—can narrow or replace force majeure logic.
Example: a clause that suspends payment during force majeure is a finance red alert. If the same contract has a hardship clause referencing UNIDROIT Principles, your play shifts to structured renegotiation. Labels help, but the combo of clauses tells you what to do next.
What “across our contracts automatically” entails operationally
“Across our contracts” isn’t just tech—it’s plumbing and process. First, connect to where agreements actually live: CLM, DMS, VDRs, shared drives, sometimes email. Then clean things up: deduplicate, link masters to SOWs and amendments, and pull basic metadata like counterparty, effective date, and governing law.
CLM/DMS/VDR connectors for automated contract analysis aren’t a nice‑to‑have; they keep lineage intact so you can answer “Which version is binding?” without guessing. Language detection and document type classification send each file down the right path. OCR turns scans into text you can work with.
Set confidence thresholds and routing rules so high‑certainty results land on dashboards and lower‑confidence ones hit a review queue. Keep governance tight—RBAC, audit trails, approvals—so audits go smoothly. One more tip: set clause requirements by contract family. For supplier MSAs, require epidemics coverage in force majeure; for lending, stress MAC protections. Flag gaps at intake before they cause churn.
The outputs you should expect for each clause type
You want outputs that drive action. For force majeure, expect covered events (disasters, epidemics, government actions), exclusions (financial hardship alone), notice requirements (how and when), mitigation duties, and whether payments continue during suspension.
Many teams ask to extract force majeure notice periods and mitigation obligations automatically since they kick off the first steps during a disruption. For MAC, look for definition elements, carve‑outs (industry‑wide downturns, changes in law, war, pandemics), “disproportionate effect” language, measurement periods, thresholds, and who holds the right.
For hardship, capture the trigger standard, renegotiation steps and timelines, interim performance, cost allocation, and any termination fallback. Everything should include confidence, page‑anchored snippets, and links to definitions that change meaning. Think BI‑ready filters: “Show supplier MSAs that allow termination after 30 days of force majeure.”
Accuracy, validation, and ongoing quality control
Accuracy isn’t one score. Look at precision (fewer false alarms), recall (don’t miss the real stuff), and coverage (how much of your corpus gets a clear answer). Start with a stratified sample—200 to 500 contracts across types and languages—and have two attorneys label presence/absence and key fields. Reconcile, then tune thresholds.
Use calibration curves to choose what skips straight to dashboards and what enters a human‑in‑the‑loop contract review queue. Watch for patterns: “material breach” tagged as MAC, force majeure lists missing epidemics, hardship clauses that only say “negotiate in good faith” with no remedy.
Keep quality fresh with quarterly sampling and re‑tests as new templates and languages show up. Publish targets by clause type (e.g., MAC recall of 90% at a given review rate) and track them like SLAs. Confidence scoring isn’t just a safety net—it helps you move faster when tuned to your risk comfort level.
Edge cases the AI must handle
Contracts get weird. Some force majeure clauses hide in “General Provisions.” Others split key pieces across schedules. MAC can sit inside conditions precedent while carve‑outs live in a footnote to a definition. You need layout‑aware parsing to scoop up lists, tables, and footers.
Multilingual stacks add flavor. Multilingual force majeure clause detection (höhere Gewalt, caso fortuito) has to catch regional drafting quirks, including civil‑law hardship references or explicit “rebus sic stantibus.” Mixed governing law inside one master plus local addenda can flip outcomes; detecting jurisdiction and following cross‑references helps keep meaning straight.
Scans with stamps and scribbles need high‑accuracy OCR and page anchors. Watch for definition chains that quietly expand terms like “Governmental Orders” to include public‑health guidance. And if a contract says payment obligations are not excused during force majeure, that should get flagged as high impact, not buried in metadata.
Implementation blueprint with ContractAnalyze
ContractAnalyze keeps this practical. Connect your CLM, DMS, cloud storage, or VDRs. Run strong OCR so legacy scans are usable. The pipeline detects language, classifies agreement type, and links masters, SOWs, and amendments so you always analyze the binding version.
Detection blends domain‑tuned models and guardrails to classify force majeure, MAC, hardship, plus adjacent provisions like change in law, impossibility, and frustration clause detection. Cross‑reference resolution pulls in definitions and carve‑outs wherever they hide. Set clause‑specific confidence thresholds; low‑confidence items go into a shared review queue with a side‑by‑side viewer.
Dashboards show coverage and risk hot spots and highlight policy deviations. Alerts can flag new uploads missing epidemics coverage or notice periods, or with narrow MAC wording. Exports feed CLM fields and BI tools; APIs push to downstream systems. Add new clause types and custom fields over time—no vendor engineering ticket required.
Security, privacy, and compliance considerations
Security has to be solid. ContractAnalyze supports single‑tenant or VPC deployments, encrypted in transit and at rest, and can use customer‑managed keys. RBAC and SSO/SAML keep access tight, and granular permissions protect sensitive deals.
Many teams care about where data lives and for how long. You should be able to pin regions, set retention windows, and export complete audit logs. For legal AI SaaS for clause extraction and risk scoring, audit‑friendly evidence matters: page‑anchored snippets, decision logs, and immutable trails help counsel and auditors trust the output.
One setup tip: separate environments for diligence, day‑to‑day operations, and template work. That avoids mixing deal data into training and speeds compliance sign‑off. Also fold vendor risk checks into your standard playbooks—pen tests, vuln reports, change notices—so nothing falls through the cracks.
ROI, time-to-value, and business cases
You’ll see returns in fewer hours spent, lower risk, and better negotiating. Manual hunting takes 30–60 minutes per contract. At portfolio scale, that’s months. With AI, M&A due diligence MAC clause analysis at scale can finish over a weekend, leaving attorneys to look at the tricky parts.
On the supply side, portfolio‑wide force majeure analytics help you quantify exposure to epidemics exclusions and missing notices before the next disruption. Standardization stops being a wish list: if policy requires mitigation language and a 10‑day notice window, non‑compliant drafts get flagged at intake.
Another benefit: faster template evolution. If a carve‑out keeps causing headaches, change the boilerplate and measure adoption in new deals. Combine supply chain contracts force majeure analytics with renewal calendars to pick the highest‑impact re‑papering targets.
Evaluation checklist: how to choose an AI solution
Kick the tires with your own documents. Measure precision, recall, and coverage for force majeure, MAC, and hardship. Check extraction depth: notice periods, mitigation, MAC carve‑outs, hardship steps—and make sure there are page‑anchored snippets and confidence scores.
If you work globally, test multilingual performance on höhere Gewalt, caso fortuito, and hardship references to UNIDROIT or local doctrines. Make sure you get connectors into CLM/DMS/VDRs, deduping, and version links. And confirm outputs flow into a portfolio‑level contract clause tracking dashboard and your BI tools.
Ask how you’ll add adjacent clauses (change in law, impossibility), custom fields, and policy checks without waiting weeks. Run a pilot with defined targets, review‑queue rules, and a plan to scale. The right partner won’t blink at being measured against your gold standard.
Pilot and rollout plan
Start small, prove value fast. Pick your top fields—force majeure notice windows, MAC carve‑outs—set target precision/recall, and define the reports you need. Inventory repositories and choose a sample across contract families, languages, and business units. Connect sources and run OCR contract analysis for scanned PDFs and images.
Then test. Compare AI outputs to dual‑review attorney labels. Tune thresholds. Add playbook checks (e.g., flag supplier MSAs that lack epidemics coverage). Spin up review queues for low‑confidence items and track resolution time as a KPI.
Scale in phases. Pull in full repositories, schedule updates, and wire outputs into CLM fields and BI dashboards. Add alerts to catch non‑compliant drafts at intake. Keep a quarterly QA cadence, model refreshes, and short trainings for legal ops and contract managers.
FAQs (people also ask)
Can AI tell the difference between MAC and “material breach”? Yes. It looks for defined terms, where the language sits (conditions, termination, etc.), and common MAC qualifiers like “taken as a whole.” That’s the core of AI that distinguishes material breach vs material adverse change.
What if a contract has no “Force Majeure” heading? No problem. Models read the body text—“events beyond reasonable control,” “acts of God”—and can still extract the clause and details. That covers how to automatically find force majeure clauses in contracts without relying on headings.
Can AI handle non‑English or bilingual agreements? Yes. With multilingual patterns, it can spot höhere Gewalt, fuerza mayor, and caso fortuito and map them to the same outputs.
How defensible are the results? You’ll get page‑anchored snippets, confidence scores, and audit trails. Counsel should review high‑impact items, especially for disputes or transactions.
How fast is it on big repositories? With parallel processing and OCR, tens of thousands of files can be analyzed in hours to a couple of days, depending on quality and infrastructure.
Will it catch negotiated carve‑outs? Yes. Extraction targets carve‑out lists (like “changes in general economic conditions”) and highlights them for quick review.
Quick takeaways
- AI can automatically find and extract force majeure, MAC, and hardship clauses—even in scans and multiple languages—and pull notice windows, mitigation duties, carve‑outs, thresholds, and rights while telling MAC apart from “material breach.”
- Reliable results come from a hybrid setup: domain‑tuned models, rules, OCR/layout awareness, cross‑reference tracking, confidence scoring, and human review. Use looser thresholds for force majeure, tighter for MAC/hardship.
- Success needs real ops: connectors to CLM/DMS/VDRs, dedupe and version linking, access controls and audits, plus dashboards and alerts. ContractAnalyze covers the full stack.
- ROI lands fast: cut 30–60 minutes of manual review per contract, process thousands in hours, and speed diligence and supply chain checks. Start with a 4–6 week pilot on 500–1,000 contracts and set clause‑specific targets.
Conclusion and next steps
AI can spot force majeure, MAC, and hardship across your contracts—scans and non‑English included—and serve up the parts that matter: notice windows, mitigation, carve‑outs, thresholds, and who has the rights. With domain‑tuned models, guardrails, OCR, cross‑reference smarts, and human review, you get accurate, explainable results and quick ROI in diligence and risk work. Ready to trade manual hunting for portfolio answers? Kick off a 4–6 week pilot with ContractAnalyze on 500–1,000 high‑value contracts, set clause‑level accuracy goals, and see the lift in hours saved, better governance, and stronger negotiation. Book a demo and let’s get it moving.