Commercially reasonable efforts definition

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Reasonable and best endeavours

This Practice Note considers the terms ‘best endeavours’, ‘all reasonable endeavours’ and ‘reasonable endeavours’ which are frequently used in commercial agreements.Contracting parties usually have a polarised approach to ‘endeavours’ terms, with one party seeking to impose the most onerous form of the obligation on the other party, and the other party trying to resist it. The final position is usually reached following considerable negotiation and often represents a compromise where one party has argued that it is not reasonable for it to be placed under an absolute obligation.This Practice Note considers the relevant case law and the meanings that have been given to the terms:•best endeavours•all reasonable endeavours, and•reasonable endeavoursIt also provides guidance for commercial lawyers to consider when drafting and negotiating such obligations. See: Drafting endeavours clauses below.Absolute obligations compared to ‘endeavours’ obligationsThe most onerous obligation which can be imposed in an agreement is an absolute obligation to do something. An example would be ‘the Seller will deliver the goods’, which will be breached if the obligation is not...

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Transition schedule

Transition schedule Schedule—Transition 1 Introduction 1.1 This Schedule describes how the Services will be transferred from the Customer to the Supplier on or before the scheduled Service Commencement Date . 1.2 It sets out the responsibilities of each party, management and reporting processes and the consequences of any delays or failures in the delivery of the Transition activities. 2 Transition 2.1 From the Effective Date, the Supplier shall: 2.1.1 begin Transition of the Services in accordance with the Transition Plan contained in the Annex to this Schedule; 2.1.2 ensure that each Milestone is completed on or before the Milestone Date; and 2.1.3 take any other action or perform any other services that are necessary to ensure that the Services are ready to be provided on or before the Service Commencement Date notwithstanding that such actions or services may not be expressly set out in the Transition Plan. 2.2 The Supplier shall be responsible for the overall management of Transition and shall identify and resolve, or assist the Customer in the...

Greener and More Efficient HGVs in Road and Multimodal Transport Agreements (The Chancery Lane Project)

Greener and More Efficient HGVs in Road and Multimodal Transport Agreements (The Chancery Lane Project) Definitions Alternative Fuel • means fuel or power sources which serve, at least partly, as a substitute for fossil fuel sources in the energy supply to transport and which have the potential to contribute to its decarbonisation and reduce the Carbon Footprint and includes but is not limited to: (i) electricity; (ii) renewable fuels listed in the Renewable Transport Fuels Obligation Process Guidance available on the Department for Transport website at the date of this agreement [as amended from time to time]; (iii) natural gas in gaseous form (compressed natural gas) and liquefied form (liquefied natural gas (LNG)); and (iv) liquefied petroleum gas. Carbon Dioxide Equivalent (CO2e) • means the standard metric measure used by the United Nation (UN)’s Intergovernmental Panel on Climate Change (IPCC) to compare GHG Emissions on the basis of their global warming potential over a specified timescale in order to express a Carbon Footprint that consists of different GHGs as...