And if you want to exclude overseas governmental entities, the idea you’re seeking to exclude in “non-U.S.” I’m not sure that F, S, and L accomplishes that efficiently. For one thing, it’s not specific enough, as there’s no mention of the U.S. Secondly, it seems unnecessary to iterate the different kinds of U.S. governmental entities. How about saying “any governmental entity located in the United States”? I wouldn’t want to say “U.S. governmental entity,” as that might suggest a U.S. federal governmental entity.

This isn’t worth flogging to death. But the tendency to needless elaboration can manifest itself many times in a contract, and after a while it takes a toll on the reader.

Ken

You contend that you should replace “federal, state or local” with “any governmental entity.”

I think you’re missing the reasoning for the use of “f, s or l” – it’s a concession between the parties when they want to include those levies that are actually imposed by a f, s or l governmental entity and not an international entity or one that is not really a governmental entity but simply another service provider charging a fee that they’re calling a tax.

I agree that we should be as specific as possible… but again, in the telcom world, it’s quite difficult (some would say impossible) to nail down all of the taxes that now exist (or will in the future) during the term of an agreement. So we look for some compromise in the language to afford the seller SOME coverage, without completely opening the door to every fee that every Tom, Dick or Harry can come up with that the seller would like to pass along to the buyer, calling it a “tax.”

Needless elaboration is antithetical to that kind of drafting.

Ken

However, with respects to enumerating taxes, this isn’t necessarily needless. I don’t want all of the various taxes which MAY be imposed by ANY governmental entity. In fact, as a buyer, I only want to pay very specific taxes (namely, sales and use taxes only).

I don’t want to pay (nor, for a 100% US transaction, SHOULD I pay, ad velorum, value add, or other “governmental” but non-US governmental taxes). But by saying “all governmental”, I’m opening the door to paying for the seller’s various taxes that they incur as a result of making the good, shipping it to me, etc.

This is also very important in the realm of telecommunications “taxes.” Lots of things on your phone bill fall under the heading of a tax… but the truth is that very few of them are supposed to be paid by the end user. The phone company, however, is allowed to pass them along to the end user if the end user doesn’t object. So, guess what they do?

Thus, while I do believe in elimination of needless elaboration, perhaps another example would be better?

I have argued that if people need education about what ‘any government entity’ means (for example), we should provide that education outside of the four corners of the contract (and in a manner that won’t cause the extra-curricular educational document to become incorporated into the contract, thereby missing the point of the exercise). Counter-arguments to that strategy are that nobody wants to do the ‘extra work’, or that the extra piece won’t get read but the contract will–Thus, put the ‘education’ into the one document that we know will get read and that we have to do anyway. (Thus, a document probably gains at least 10-20% extra weight…)