Re: "Best" vs. "Reasonable" Efforts

[Alan Edelson <amedelson@topnet.net>]

Almost certainly the attorney you mentioned who insisted that you delete
your term "reasonable" and restore his "best" did so because it holds you
to a higher standard, although admittedly both terms are far from being
free of vagueness. Still, it might be easier to claim that you did not
exert your best efforts if an attorney could point to some steps that you
failed to take but that you were capable of taking had you thought of
them.

Alan M. Edelson, Ph.D.
(Retired) President, J.B. Lippincott Co.
__________________________________________

Victoria Mitchell wrote:

> 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)