Reasonable efforts clause: Copy, customize, and use instantly
Introduction
A reasonable efforts clause sets expectations for how diligently a party must act to fulfill its obligations under a contract. It clarifies that the party is not required to guarantee a specific outcome, but must act in good faith and with an appropriate level of effort under the circumstances. This clause is commonly used in commercial contracts, service agreements, and M&A deals to balance flexibility with accountability.
Below are templates for reasonable efforts clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard reasonable efforts clause
This clause requires a party to act diligently but not unreasonably.
Each Party agrees to use reasonable efforts to perform its obligations under this Agreement and to carry out all activities necessary to achieve the intended objectives, provided that such efforts do not require the incurrence of unreasonable expense or risk.
Reasonable efforts clause with good faith obligation
This version adds an explicit requirement to act in good faith.
Each Party shall use reasonable efforts, acting in good faith and in a commercially prudent manner, to perform its obligations and facilitate the successful execution of this Agreement.
Reasonable efforts clause with cost limitation
This clause limits the extent of efforts based on reasonable costs.
The Parties agree to use reasonable efforts to fulfill their obligations, provided that no Party shall be required to incur material costs or liabilities beyond what would be considered commercially reasonable in similar circumstances.
Reasonable efforts clause with performance benchmark reference
This version defines what “reasonable” means by referencing industry standards.
The Parties shall use reasonable efforts, consistent with industry practices and standards, to perform their duties under this Agreement in a timely and effective manner.
Reasonable efforts clause with timeframe sensitivity
This clause highlights that efforts should reflect time-sensitive circumstances.
Each Party agrees to use reasonable efforts to perform its obligations under this Agreement within the timeframes specified, taking into account the urgency and practical constraints relevant to each obligation.
Reasonable efforts clause with exception for force majeure events
This version excludes obligations affected by uncontrollable events.
Each Party shall use reasonable efforts to fulfill its obligations under this Agreement, except where performance is delayed or prevented by events beyond its control, including force majeure circumstances.
Reasonable efforts clause with notification obligation
This clause requires parties to notify the other if unable to fulfill an obligation despite reasonable efforts.
If a Party is unable to perform any obligation despite using reasonable efforts, it shall promptly notify the other Party and cooperate to find an acceptable alternative or resolution.
Reasonable efforts clause with cooperation requirement
This version emphasizes mutual cooperation in fulfilling obligations.
The Parties shall use reasonable efforts and cooperate in good faith to achieve the objectives of this Agreement, including providing necessary assistance or information requested by the other Party.
Reasonable efforts clause with third-party dependency disclaimer
This clause clarifies that efforts do not guarantee third-party performance.
Each Party shall use reasonable efforts to perform its obligations, but shall not be held liable for delays or failures caused by third parties over whom it has no direct control.
Reasonable efforts clause with proportionality to benefit
This version links efforts to the benefit being sought.
The Parties agree to use reasonable efforts to achieve the objectives of this Agreement, considering the relative cost, time, and resources required in proportion to the value or benefit reasonably expected.
Reasonable efforts clause with scope limitation
This clause limits the obligation to efforts within the party’s control.
Each Party shall use reasonable efforts to fulfill its obligations, but only to the extent such efforts are within its reasonable control and capability, and do not impose an undue burden.
Reasonable efforts clause with documentation obligation
This version requires recordkeeping of actions taken to meet obligations.
Each Party shall use reasonable efforts to carry out its obligations and shall maintain documentation evidencing the efforts taken, which shall be available for review upon reasonable request by the other Party.
Reasonable efforts clause with periodic review
This clause includes a mechanism to assess the adequacy of efforts.
The Parties shall use reasonable efforts to fulfill their obligations and shall review progress periodically to determine whether additional steps are reasonably required under changing circumstances.
Reasonable efforts clause with escalation path for unmet obligations
This version provides a path to escalate if reasonable efforts are unsuccessful.
If a Party is unable to perform an obligation despite using reasonable efforts, the matter shall be escalated to senior management of both Parties for resolution within [number] days.
Reasonable efforts clause with market conditions consideration
This clause accounts for changing market conditions in assessing reasonableness.
The Parties shall use reasonable efforts to fulfill their obligations, taking into account prevailing market conditions, supply chain disruptions, and other commercial realities relevant to performance.
Reasonable efforts clause with exclusion of extraordinary measures
This version clarifies that extraordinary action is not required.
The Parties shall use reasonable efforts to meet their contractual obligations but shall not be required to take extraordinary measures, incur unreasonable costs, or disrupt normal business operations to do so.
Reasonable efforts clause with duty to mitigate delays
This clause requires parties to mitigate the effects of delays.
Each Party shall use reasonable efforts to avoid and minimize any delays in performance, including taking proactive steps to mitigate any known risks or obstacles affecting performance.
Reasonable efforts clause with compliance safeguard
This version ensures efforts are always within legal and regulatory bounds.
The Parties shall use reasonable efforts to perform their obligations under this Agreement, provided such efforts do not breach any applicable law, regulation, or compliance requirement.
Reasonable efforts clause with trigger-based activation
This clause limits the obligation to specific triggering conditions.
Each Party shall use reasonable efforts to fulfill its obligations only upon the occurrence of specific triggering events described in this Agreement and shall not be obligated to act prematurely.
Reasonable efforts clause with termination carve-out
This version clarifies that efforts are not required post-termination.
The obligation to use reasonable efforts shall cease upon termination or expiration of this Agreement, except where specific obligations survive and require continued cooperation.
Reasonable efforts clause with reciprocal obligation language
This clause emphasizes that the standard applies equally to both parties.
Both Parties agree to use reasonable efforts to meet their respective obligations under this Agreement and to support each other in doing so, recognizing that performance is interdependent.
Reasonable efforts clause with clarification of non-guarantee
This version emphasizes that reasonable efforts do not equal guaranteed success.
Each Party acknowledges that while reasonable efforts shall be made to fulfill obligations, such efforts do not constitute a guarantee of performance or outcome, and delays or failures despite such efforts shall not constitute a breach.
Reasonable efforts clause with specific resource threshold
This clause quantifies the expected level of effort.
The Parties shall use reasonable efforts, including allocation of time, personnel, and resources at a level consistent with similar engagements, to fulfill their duties under this Agreement.
Reasonable efforts clause with obligation to reassess methods
This version encourages method adjustment if current efforts are ineffective.
If a Party’s efforts are unsuccessful in meeting a particular obligation, the Party shall reassess its approach and consider alternative reasonable methods or actions to achieve the intended result.
Reasonable efforts clause with mutual consultation requirement
This clause requires the parties to consult each other when reasonable efforts may not suffice.
If either Party believes that reasonable efforts may be insufficient to meet an obligation under this Agreement, it shall promptly consult with the other Party to determine whether alternative steps or additional support can be provided.
Reasonable efforts clause with materiality threshold
This version applies the standard only to materially significant obligations.
Each Party shall use reasonable efforts to fulfill all material obligations under this Agreement, with the understanding that immaterial obligations may be subject to lesser procedural diligence.
Reasonable efforts clause with obligation to notify delays despite best efforts
This clause requires timely communication even if reasonable efforts fail.
If any Party anticipates a delay in fulfilling its obligations despite having used reasonable efforts, it shall notify the other Party without undue delay and cooperate to mitigate any resulting impact.
Reasonable efforts clause with obligation to pursue alternatives
This version requires parties to seek substitute solutions if a primary method fails.
In the event that a Party cannot fulfill its obligations through the agreed method despite using reasonable efforts, it shall pursue alternative, commercially reasonable methods to achieve a substantially equivalent result.
Reasonable efforts clause with acknowledgment of commercial limitations
This clause clarifies that commercial viability affects the effort standard.
Each Party agrees to use reasonable efforts to meet its obligations, acknowledging that the availability of commercial resources, staffing, and budget constraints shall reasonably influence the extent of efforts.
Reasonable efforts clause with capped expenditure
This version sets a financial ceiling on what constitutes reasonable.
The Parties agree that reasonable efforts shall not include expenditures exceeding [$amount] unless otherwise agreed in writing. Efforts beyond this threshold shall require prior written approval.
Reasonable efforts clause with routine performance reporting
This clause includes a requirement to report efforts periodically.
Each Party shall prepare and submit periodic reports outlining the actions taken under this Agreement as part of its reasonable efforts, to provide visibility into performance and potential bottlenecks.
Reasonable efforts clause with practical constraints consideration
This version emphasizes realistic execution of obligations.
The Parties shall use reasonable efforts to perform their obligations under this Agreement, taking into account practical constraints such as resource availability, logistical limitations, and legal restrictions.
Reasonable efforts clause with dependency clarification
This clause explains that some efforts depend on the cooperation of third parties or internal approvals.
Each Party’s obligation to use reasonable efforts is subject to dependencies, including internal approvals and third-party cooperation, which may reasonably affect timelines and performance capability.
Reasonable efforts clause with clarification of non-fiduciary obligation
This version states that reasonable efforts are not fiduciary in nature.
The Parties acknowledge that the obligation to use reasonable efforts under this Agreement is not intended to impose a fiduciary duty and shall be interpreted in line with standard commercial practices.
Reasonable efforts clause with requirement to act promptly
This clause specifies promptness as part of the reasonable effort standard.
Each Party shall use reasonable efforts, including acting promptly and without unnecessary delay, to fulfill its responsibilities and support the effective implementation of this Agreement.
Reasonable efforts clause with progress milestone check-ins
This version adds structured check-ins to evaluate efforts.
The Parties shall use reasonable efforts to meet their obligations and shall conduct milestone check-ins at predefined intervals to assess progress and adjust strategies where needed.
Reasonable efforts clause with procedural flexibility
This clause allows adapting methods so long as the intent is fulfilled.
Each Party shall use reasonable efforts to meet its obligations and may adjust internal procedures as necessary, provided such adjustments do not impair the intended purpose or deliverables under this Agreement.
Reasonable efforts clause with obligation to escalate internal barriers
This version includes an obligation to raise internal roadblocks.
If internal obstacles or limitations affect a Party’s ability to use reasonable efforts, that Party shall escalate the issue to its management promptly and inform the other Party of potential impacts.
Reasonable efforts clause with contractual intent safeguard
This clause ensures that efforts align with the spirit of the agreement.
Reasonable efforts shall be interpreted in a manner that preserves the intent, purpose, and expected outcomes of this Agreement, even if literal execution is impractical under certain circumstances.
Reasonable efforts clause with peer standard reference
This version benchmarks effort against industry peers.
Each Party agrees to use reasonable efforts consistent with the level of effort typically applied by similarly situated businesses in comparable circumstances.
Reasonable efforts clause with continuous obligation
This clause clarifies that efforts are ongoing, not one-time.
The obligation to use reasonable efforts shall be continuous throughout the term of this Agreement and shall not be satisfied by a single attempt or initial action.
Reasonable efforts clause with differentiation from best efforts
This version explicitly distinguishes from a higher standard.
The Parties acknowledge that the obligation to use reasonable efforts does not require the exertion of best efforts or extraordinary diligence but rather a commercially prudent level of performance under the circumstances.
Reasonable efforts clause with remedy limitation
This clause limits the remedies available if reasonable efforts are made.
Where a Party has used reasonable efforts to fulfill its obligations but has not succeeded due to factors outside its control, the other Party shall not pursue remedies beyond those expressly set forth in this Agreement.
Reasonable efforts clause with record of attempted actions
This version includes recordkeeping of actions taken.
Each Party shall maintain a record of actions taken in furtherance of its reasonable efforts under this Agreement, which may be provided to the other Party upon request as evidence of good-faith performance.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.