Ken Adams, proprietor of Adams Drafting, writes today about the problems with using terms like "best efforts" and "reasonable efforts." Let me add to the possible confusion by proposing the term "responsible efforts."

Here's a possible simple definition:

100. Responsible is used in respect of certain actions such as efforts, practices, precautions, etc. (for example, “responsible efforts” or “acting responsibly”). Responsible action is such action that, in the given circumstances, would be expected of (1) a reasonable business person (2) using good judgment (3) to achieve the stated objective, if any, and otherwise further the purposes of this Agreement (4) while appropriately taking into account (A) the parties’ respective other legitimate business interests and concerns, and, (B) where applicable, the public interest.

The simple definition could be expanded:

100.1 Depending on the circumstances, “responsible” action by a party might entail, for example, some or all of (a) timely consulting with the other party; (b) timely advising the other party of (i) progress; (ii) problems, both existing and anticipated; (iii) plans; and (iv) expectations.

100.2 A party is obligated to take “responsible” action, as defined above, only when the quoted term is expressly used in this Agreement, or as otherwise expressly agreed by the parties, to describe the action in question. (The previous sentence, however, is not to be construed as implicitly lowering the relevant standard of performance for any other obligation of either party under this Agreement.)

100.3 A party that is obligated to take “responsible” action need not give the other party’s business interests a higher priority than its own, so long as it complies with this clause.

100.4 In no event is a party’s obligation to take “responsible” action to be construed as requiring the party to act as a fiduciary for the other party unless this Agreement so states using the specific term “fiduciary.”