Bestefforts

Bestefforts, often written as best efforts, is a contractual obligation that requires a party to take all reasonable steps to achieve a specified objective, without guaranteeing the outcome. It sits between a mere duty to act and an absolute promise that the result will be obtained.

In practice, the meaning of best efforts is interpreted in light of the contract, the subject matter, and the surrounding circumstances. In many common-law jurisdictions it is viewed as a flexible standard: higher than a simple diligence obligation but not a guarantee of success. Courts assess whether the party used appropriate, proactive steps and resources given the context, and the obligation may be shaped by the contract’s language and the parties’ relative bargaining power. Some jurisdictions or drafts treat best efforts as a stringent, near-absolute obligation to pursue a desired result, while others frame it as requiring diligent conduct within practical and economic constraints.

Drafting considerations are important to reduce ambiguity. Phrases like “to the best of its ability, consistent with its business plan and financial condition,” “at commercially reasonable cost,” or “using reasonable steps to procure” help define scope. It is common to carve out exceptions for force majeure, unavailability of financing, or other circumstances beyond control, and to specify remedies or cure periods if the objective is not achieved.

Common contexts include obtaining financing, regulatory approvals, licensing, or maximizing sales under a distribution agreement. Because outcomes are not guaranteed, best efforts clauses are often a focus of negotiation and drafting to balance ambition with realistic limits.