What it means
Commercial contracts often ask one side to achieve something it cannot fully control, such as obtaining a regulatory approval, securing a licence or persuading a third party to sign. Rather than promise an outcome, the parties promise a level of effort, and the wording chosen determines how hard that effort must be.
Best endeavors sits at the demanding end of that scale. In broad terms it means doing everything a prudent, determined party acting in its own commercial interests would do to achieve the goal, including taking steps that cost money or cause commercial inconvenience.
This matters in business because the phrase is used casually in negotiation but read strictly in a dispute. A supplier that agrees to use best endeavors to obtain an export licence may later be expected to have pursued appeals, engaged advisers and escalated internally, not merely to have submitted one application and waited.
In practice, the standard is judged against what was actually possible at the time, taking into account the size and resources of the party. What counts as best endeavors for a global manufacturer is not the same as for a twelve-person consultancy, though both must show they genuinely exhausted the sensible options rather than stopping at the first obstacle.
The important nuance is that even best endeavors has limits. A party is generally not required to act against its own fundamental commercial survival, to breach the law, or to keep spending without any realistic prospect of success, though it will usually have to show it tried well past the point of mild inconvenience.
Because the boundaries are fuzzy, careful drafters increasingly avoid the bare phrase and instead list the specific steps required: apply within thirty days, appeal any refusal once, spend up to an agreed cap, and report progress monthly. That converts an argument about words into a checklist that either was or was not followed.
In practice
Real-world examples.
Example
A software vendor agrees to use best endeavors to obtain a third-party database licence needed for the customer's deployment. When the first request is refused, the vendor is expected to negotiate on price, offer alternative terms and escalate to the licensor's management rather than simply reporting the refusal.
Example
A property developer promises the local authority best endeavors to complete a road improvement before a housing phase opens. The developer must pursue alternative contractors and accept a higher price if the original contractor withdraws, rather than treating the withdrawal as an excuse.
Example
A distributor commits to best endeavors to promote a manufacturer's product line in a new territory. A court-style reading would expect a genuine marketing plan, sales staff time and follow-up on leads, not a single catalogue entry alongside eleven competing brands.
Case study
Seen in the real world.
This is a fictional, illustrative example. Pellworth Logistics, an invented freight business, signed a five-year contract to move temperature-controlled goods for a food producer, promising best endeavors to obtain the specialist operating permits needed for a new cross-border route by the end of the first year. Nobody defined what those endeavors would involve.
The permits proved harder to obtain than expected. Pellworth submitted its application on time, received a refusal on a technicality, and stopped there, telling the customer that the authority had said no. The customer argued that best endeavors required an appeal, a resubmission with corrected paperwork and the engagement of a specialist adviser, all of which were available and none of which Pellworth had pursued.
The dispute settled, but both sides spent months and considerable legal cost on a question that a schedule of defined steps would have answered in a paragraph. The illustrative takeaway is that an effort standard is only as useful as the concrete actions the parties agree it covers.
Watch out
Common mistakes.
- Treating best endeavors as a polite way of saying the party will try if it is convenient. It is the strictest common effort standard and can require real expenditure.
- Assuming it guarantees the outcome. It obliges genuine effort, so a party that tried properly and still failed has not breached the contract.
- Using the phrase without defining any concrete steps, deadlines or spending limits, which leaves both sides guessing about what compliance looks like.
Questions
People also ask.
How does best endeavors differ from reasonable endeavors?
Reasonable endeavors generally allows a party to weigh its own commercial interests and stop at one sensible course of action, while best endeavors expects it to pursue all reasonable courses even at some cost to itself.
Does best endeavors require a company to spend unlimited money?
No. The party is not required to act against its fundamental commercial interests, but it must go well beyond token effort, which is why spending caps are worth agreeing in writing.
How should a business evidence that it met the standard?
Keep a dated record of every step taken, every alternative considered, and every cost incurred, because the argument is almost always about what was done rather than about what the words mean.
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