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Parties often focus on the wrong issue when drafting an “efforts” clause. Typically, the negotiation concerns whether “best efforts”—as opposed to “reasonable efforts”—should be required, with a compromise of “reasonable best efforts” (or some variant) settled upon. But seldom do parties invest much energy in negotiating the issue that really matters: how to measure whether a party has actually exercised “best” or even “reasonable” efforts.

A standard efforts clause in a requirements contract might thus read:

"Supplier agrees to use commercially reasonable best efforts to satisfy the requirements of Buyer for widget x."

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