Harlequin Enterprises Ltd Sample Clauses

Harlequin Enterprises Ltd for example, where an author and publisher expressly agreed to use their best efforts to agree on the terms of new contract before parting ways, the court held that the best efforts clause was “unenforceable due the indefiniteness of its terms” because the contract did not contain objective standards.48 There, the agreement did not define best efforts or contain any criteria for determin- ing the satisfaction of such obliga- tion. In its holding, the court pointed out that an agreement to use best ef- forts “must set forth in definite and certain terms every material element of the contemplated bargain.”49 Further, in Xxxxxxx Paper Co., Inc. v. RSA Executive Search, Inc., the court held that where an agreement re- quires a party to use its best efforts, it is essential that the agreement also contain clear guidelines against which to measure such efforts in or- der for such clause to be enforced.50 There, a corporation hired a search firm to find a candidate for a man- agement position on the condition that the search firm would use its best efforts to replace the candidate