Without further elaboration or definition in the agreement, exactly what "best efforts" requires, if it requires anything at all, remains a mystery to even the most seasoned practitioners and judges, and state laws are fragmented. For instance, Illinois courts have held that without any actual requirements or explication, such clauses are unenforceable. See Clever Ideas, Inc. v. Citicorp Diners Club, Inc., 2003 WL 21982141 (N.D. Ill. Aug. 20, 2003) (in Illinois, "a simple promise to use 'best efforts' is unenforceable if no criteria exist by which to measure the effort.").
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