What are “endeavour” clauses?

Endeavouring to escape from under-performing licensees? Mark Brown, Max Palmer and Sukanya Majumdar explore the different forms of endeavour clauses.

01.10.2020

Mark Brown, Max Palmer and Sukanya Majumdar explore the different forms of endeavour clauses and discuss how they are used.

A common example of contractual provisions that protect a licensor from an under-performing licensee are “endeavour” clauses commonly featuring in English law IP licences.

There are three standard variations of endeavour clauses, with “best endeavours” setting the highest bar of what is required from the obligor, followed by “all reasonable endeavours,” and finally “reasonable endeavours.” If a licence fails to generate the expected royalties, the licensor may wish to rely on the licensee’s breach of the applicable endeavour clause to terminate the licence.

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This article first appeared in “Les Nouvelles”, a publication by LES.

Mark Brown

Author

Max Palmer

Author

Sukanya Majumdar

Author