Overview

The Best Efforts clause requires parties to exercise their "best efforts" to perform their contractual obligations. The provision is a more specific definition of the implied covenant to act in good faith.

The clause may be applied to a wide range of different agreements and many different types of obligations, such as performance required to consummate a transaction, obtain regulatory approval, secure financing, sell property, or develop software.v

The clause may appear in the covenants section or in the miscellaneous provisions. It is closely related to further assurances and sometimes is combined. The obligation can also be incorporated as a performance standard in a wide range of terms, such a duty of performance in an employment agreement or a covenant to obtain consents.