Clause guide
Commercially Reasonable Efforts Clause clause: meaning, risks, and what to negotiate
Requires a party to take reasonable business-minded steps to achieve a goal.
What it means
This standard is often less demanding than best efforts, but it can still be vague. The wording affects how much work, cost, and priority a party must devote to meeting the obligation.
Common risks
- • The obligation may still be unclear in practice.
- • The other party may claim you did not do enough.
- • It may create disputes if outcomes are missed.
What to check before signing
- • Is the effort standard tied to objective business judgment?
- • Are there specific targets or timelines?
- • Does the clause require outcomes or only reasonable efforts?
Negotiation ideas
- • Use commercially reasonable efforts instead of best efforts where appropriate.
- • Add measurable milestones or examples of required actions.
- • Clarify that no party must take actions that are commercially disproportionate.
Example clause
“Provider shall use commercially reasonable efforts to perform the Services in accordance with the timetable set out in the Statement of Work.”
Frequently asked questions
Is commercially reasonable efforts weaker than best efforts?
Usually yes. It is generally seen as a more practical, business-focused standard.
Related clauses
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