"Best" vs. "Reasonable" Efforts

[Victoria.Mitchell@directory.reed.edu (Victoria Mitchell)]

Does anyone know what, if any, is the legal difference between "reasonable
efforts" and "best efforts"?  This is in regard to the wording of a
license where it sets forth what is required of the licensee in
maintaining security, preventing unauthorized use, enforcing use
restrictions, etc.

Both terms would seem to be fairly loose and open to legal interpretation,
but I suspect that "best" may hold one to a higher standard of performance
than "reasonable".  I generally use "reasonable efforts" when revising
license agreements, but have encountered a case where the licensor's
attorney has countered my revision with a revision that substitutes "best
efforts" where I had proposed "reasonable efforts".  Is this worth
worrying about?  (Another part of the license combines both into the
phrase "reasonable best efforts".)

Thanks in advance for any advice,

Victoria Mitchell
Reed College Library
Portland, OR 97202
mitchell@reed.edu
503/777-7272 (ph)
503/777-7786 (fax)