An express contractual obligation to negotiate in good faith requires honesty and genuine participation in the negotiation process, but does not require that proposals made during negotiations meet an objective standard of reasonableness assessable by the courts. Unreasonable or capricious conduct is relevant only as evidence from which a lack of honesty may be inferred. A party does not breach the obligation merely by proposing terms the other party or a court considers unreasonable, provided the proposing party does not rule out further negotiations. The three notions identified by [name withheld] (cooperation, honesty, and reasonableness) are related illustrative aspects of good faith, not independent cumulative criteria.
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