1. Breaching a contract in America is a economic situation, not a ethical or criminal one. The goal is to make the vendor or customer whole. It can have fall-out, and damage company reputation, but it is not a “go directly to jail” situation.

2. Force Majeure clauses are not a 100% protection. If you have a primary system and it fails with no backup you may still be liable if the system that failed was critical, and it was well within your control to have a backup. In the same situation, if you have a backup system, and both the primary and backup system fail, that may fall under Force Majeure since you made reasonable effort to make sure the system didn’t go offline. In other words when something falls under Force Majeure you can’t just throw up your hands and wait for it to fix itself.

3. The definition of Best Effort between the Legal and IT Realm are two different things - in Legal definition it is more than just “reasonable effort”, whereas in IT it is often “the minimum effort necessary”.

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