This posting contains notes and comments for the corresponding section of the Pactix Pretty Good Contract Clauses compendium, and should be read in conjunction with that section.

The term “responsible” is used to try to reduce the need for detailed statements of specific actions required of the parties. (Such detailed statements are often necessarily drafted “blind,” that is, without a clear idea of what performance will actually be needed). The term is intended to have a slightly more conservative connotation than “reasonable,” while avoiding the possible implications of over-caution that can sometimes be associated with the term “prudent.”

NOTE: In some circumstances, the parties might disagree about just what kind of action, practice, etc., will qualify as “responsible.” The resulting uncertainty, however, should usefully encourage the responsible party to err on the side of being “a good business partner” – for example, by keeping the other party’s interests in mind and by picking up the phone once in a while.

If necessary, disputes on this subject can be referred for confidential consultation with a knowledgeable neutral under the early neutral evaluation procedures.