N.Y. Uniform Commercial Code Law § 2-306: Output, Requirements and Exclusive Dealings

Section 2--306. Output, Requirements and Exclusive Dealings.

(1) A term which measures the quantity by the output of the seller or

the requirements of the buyer means such actual output or requirements

as may occur in good faith, except that no quantity unreasonably

disproportionate to any stated estimate or in the absence of a stated

estimate to any normal or otherwise comparable prior output or

requirements may be tendered or demanded.

(2) A lawful agreement by either the seller or the buyer for exclusive

dealing in the kind of goods concerned imposes unless otherwise agreed

an obligation by the seller to use best efforts to supply the goods and

by the buyer to use best efforts to promote their sale.