Legal Definitions - best efforts

Best efforts refers to a contractual or legal obligation to take all reasonable, diligent, and proactive steps to achieve a specific goal or fulfill a duty. It demands a higher standard of conduct than simply acting in "good faith" (which generally means honesty and fair dealing). When a party agrees to use "best efforts," they are committing to pursue the objective with the same level of commitment and action that a prudent, competent, and similarly situated party would undertake to achieve the desired outcome. It's not a guarantee of success, but rather an assurance of a high level of sustained and objectively reasonable action towards that success.

Here are some examples illustrating "best efforts":

• Software Development Project: Imagine a software development company contracts with a client to build a new mobile application, agreeing to use best efforts to integrate a complex third-party payment gateway by a specific launch date. This means the company must do more than just make a few attempts. They would be expected to assign experienced developers, dedicate sufficient resources, explore alternative integration methods if initial attempts encounter significant roadblocks, communicate proactively with the third-party payment provider for support, and potentially work extended hours if necessary, all within reason, to meet the integration goal. Their actions would be judged against what a competent software development firm would reasonably do in a similar situation to achieve that integration.

• Real Estate Transaction: A buyer signs a purchase agreement for a commercial property, with a clause stating they will use best efforts to obtain the necessary environmental permits within 60 days. The buyer isn't just expected to submit an application and wait. They must actively follow up with environmental agencies, provide all requested documentation promptly, hire environmental consultants if needed, attend meetings, and address any concerns raised by officials. If the initial application faces delays or issues, "best efforts" would require them to explore appeals, modifications to their plans, or engage in further negotiations, rather than simply abandoning the process, as long as such actions are reasonable and customary in similar commercial real estate dealings.

• Product Distribution Agreement: A distributor enters into an agreement with a manufacturer to use best efforts to promote and sell a new line of specialty food products within a designated geographic region. This obligation goes beyond merely listing the products in their catalog. It would require the distributor to allocate marketing budgets, train their sales team on the product's unique features, actively engage in promotional campaigns (e.g., in-store tastings, local advertising, social media campaigns), establish a robust sales strategy, and provide regular performance reports to the manufacturer. Their efforts would be measured against what a reasonable and successful distributor in that market would do to effectively launch and sell a similar product line.