# Commercial Frustration Agreement
**This Commercial Frustration Agreement ("Agreement") is made and entered into as of the [Insert Date], by and between:**
**[Party A Name]**
Address: [Party A Address]
Email: [Party A Email]
("Party A")
and
**[Party B Name]**
Address: [Party B Address]
Email: [Party B Email]
("Party B")
**Collectively referred to as the "Parties."**
## 1. Purpose
The purpose of this Agreement is to outline and establish the terms under which the Parties acknowledge and agree that certain unforeseen events may frustrate the fulfillment of existing obligations under their original agreement dated [Insert Original Agreement Date] ("Original Agreement").
## 2. Definition of "Frustration"
For the purpose of this Agreement, "Frustration" refers to a situation where the performance of contractual obligations is rendered impossible or impracticable due to unforeseen circumstances beyond the control of either Party, including but not limited to:
- Natural disasters (e.g., floods, earthquakes, hurricanes)
- Government actions (e.g., changes in laws, regulations, prohibitions)
- Acts of terrorism or war
- Severe economic instability
## 3. Notice of Frustration
Should either Party find that an event of Frustration has occurred, that Party must provide written notice to the other Party within [Insert Number of Days] days of discovering the event. The notice must include:
- A description of the event causing the frustration
- An explanation of how the event affects the ability to perform under the Original Agreement
- Any supporting documentation that may aid in the assessment
## 4. Evaluation of Frustration
Upon receipt of the notice, the Parties agree to engage in good faith discussions to assess the situation and determine the extent of frustration. The Parties may consider alternatives and mitigation strategies, including but not limited to:
- Modification of the Original Agreement
- Extension of deadlines
- Temporary suspension of obligations
## 5. Effects of Frustration
In the event that the Parties agree that Frustration has occurred, the following shall apply:
- The affected obligations under the Original Agreement will be suspended until such time as the Frustration is resolved or parties reach a new agreement.
- If the Frustration continues for a period exceeding [Insert Duration], either Party may terminate the Original Agreement without penalty.
## 6. Limitation of Liability
Neither Party shall be liable for any damages, whether direct, indirect, incidental, or consequential, arising from or related to the occurrence of Frustration as defined in this Agreement.
## 7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of laws principles.
## 8. Entire Agreement
This Agreement constitutes the entire understanding between the Parties concerning the subject matter and supersedes all prior agreements, whether written or oral, with respect to such subject matter.
## 9. Amendments
This Agreement may only be amended or modified by a written agreement signed by both Parties.
## 10. Signatures
**IN WITNESS WHEREOF**, the Parties have executed this Commercial Frustration Agreement as of the date first above written.
___
**[Party A Name]**
Signature: ______________________
Date: ___________________________
___
**[Party B Name]**
Signature: ______________________
Date: ___________________________
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**Note:** This document is a sample template and is intended for informational purposes only. It is advisable to consult with a legal professional to ensure compliance with local laws and regulations.