I’m reconciled to the fact that every so often I’ll change my mind on some issue and thereby render obsolete some portion of my writings.
In this article and in MSCD 7.34, I propose a definition of reasonable efforts that you might want to use in sensitive contexts. Well, in the course of reviewing for the umpteenth time my manuscript on the structure of M&A contracts, it belatedly dawned on me that that definition could do with some streamlining. So here it is, as revised:
“Reasonable Efforts” means, with respect to a given obligation, the efforts that a reasonable person in [the promisor’s] [Acme’s] position would use so as to perform that obligation as expeditiously as possible.
I can’t promise that I won’t tinker with it further; if you have any comments, do let me know. But whatever the topic, I plan to have gotten all changes of heart out of my system by the time I submit the manuscript for MSCD2.
Just to annoy you, here’s something I got from opposing counsel:
“The disclosing party shall use reasonable best efforts to limit the disclosure and maintain the confidentiality of such Proprietary Information.”
Yep, reasonable best efforts. ;)