Copyright © 2017 ALM Media Properties, LLC. All Rights Reserved.
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."