What Does Including but Not Limited to Mean
What is the meaning of including only not express to?
How do yous punctuate it or apply it in a sentence?
What is the legal meaning of this phrase in contracts?
We will look at the pregnant of the phrase including but not limited to, how it is used in a sentence, its punctuation, how it appears is legal documents like contracts, expect at examples of how it is used and the interpretation challenges you may have from a legal perspective.
By reading this post, y'all will learn things about this phrase that volition surprise you.
Are yous ready?
What is the meaning of "including only not limited to"
The phrase including only not limited to is used in many ways such every bit on signs, in contracts, in policies, rulebooks, guides and other documents.
What does "including simply not limited to" hateful exactly?
Pregnant
The phrases including but not limited to or such as but not limited to are used to nowadays a listing of things to the reader while at the same not excluding other possibilities.
For example, in a contract, you may read something like this:
Confidential Information includes any not-public, confidential or proprietary information about or belonging to any 3rd party that has been entrusted to Political party A or its affiliates (including but not limited to the data of Visitor A, Company B and Visitor C)
In this context, the phrase including but not limited to is used to indicate that whatever 3rd-party information entrusted with Party A is confidential data but it besides includes the data of Company A, Company B and Company C.
Instead of list all the possible third-party information that may be entrusted with Party A, the phrase "including merely non limited to" is used to maintain the general scope of the obligation only also provide some specifics.
From a legal perspective, this begs the question.
Is this supposed to be an exhaustive listing or a not-exhaustive listing?
Nosotros'll cover the legal estimation of this phrase afterwards, so proceed reading.
Punctuation
What is the right punctuation of the phrase 'including only not limited to'?
How do you use including but non express to in a sentence?
You lot can use a comma, hyphen or parenthesis to codify your sentence.
Example using a comma:
The service provider shall collect or larn the information legally in its ordinary course of business and shall implement appropriate security measures including, but not limited to, encryption methods , to collect or acquire such data
Example using hyphens:
The service provider shall collect or acquire the data legally in its ordinary course of business organisation and shall implement appropriate security measures including – but not limited to – encryption methods , to collect or acquire such data
Example using parenthesis:
The service provider shall collect or learn the data legally in its ordinary course of business and shall implement advisable security measures including (but non express to) encryption methods to collect or larn such data
Variations
The phrase including but not limited to can be written or used in a variety of means such every bit:
- Simply not limited to
- Non express to
- Such as merely non limited to
- This includes but not limited to
- Including, but non limited to
- But are not express to
- Including without limiting the generality of the foregoing
- Without limitation
If you are using this phrase in a contract, it'south important that y'all pay attention to how yous structure your sentence to ensure that you present an exhaustive listing or a non-exhaustive listing.
When is "including simply non limited to" used
The phrase including but not express to is typically used in legal documents, regulations, statutes, contracts or other official text.
When yous desire to refer to something in a general fashion but also brand specific mentions of sure things, you may utilize this phrase.
For example, a company hires an employee and wants to make sure that the employment contract states that the employee must abide past all the company policies and procedures.
The lawyer drafting the contract may think of a few important procedures and will want to specify them in the contract just cannot think of all the possible policies and procedures applicable to the employee.
The lawyer may include contract language that may wait like this:
The Employee shall abide by any and all of the Employer's policies and procedures as may be adopted from time to fourth dimension, including, but non limited to, anti-discrimination policy, conflict of interest policy and network admission policy.
The author of this clause is saying to the employee, "brand sure yous respect all the company policies and procedures going forward including those that may exist adopted in the hereafter and hither are a few examples that I would like to highlight to y'all".
Legal interpretation of including merely non limited to
The police is a fascinating field.
Sometimes we utilise words or terms in contracts thinking they are clear.
In the event of a dispute or when we come back to what was written, we realize that it was not that clear later on all.
Contract lawyers or legal professionals tasked with drafting contracts should take good care in ensuring what they are writing conveys the correct meaning and the intention of the parties.
Copy and pasting clauses from different contracts to construct a new provision can lead to costly mistakes.
This leads us to the phrase "including but not limited to".
Be careful how yous employ information technology as it can lead to different interpretations.
Let'south wait at what Ken Adams from AdamsDrafting.com and Bryan Garner from LawProse.org have to say on the topic.
Broad interpretation
According to Bryan Garner:
"The best elementary solution is to define including every bit meaning "including simply not limited to" in every legal instrument in which the word is used—amid the housekeeping provisions. Then you rigorously avert the cumbersome phrasing each fourth dimension yous want to introduce examples"
From his perspective, you lot should ascertain the term "including" to mean "including but non limited to" so that you avoid estimation bug when list certain items or examples in your contract.
For example, Garner suggests a contractual provision every bit follows:
"Including without limitation", "including but non express to" and "including without limiting the generality of the foregoing" shall be accounted to have the same meaning every bit the terms "include", "includes" and "including"
He argues that the advantage would exist that y'all only need to use one word ("including") to mean "including without limiting the generality of the foregoing" or "including but not limited to".
Contracts or legal instruments drafted using this protocol, Garner argues, will ensure that you practice not inadvertently limit the telescopic of your contractual provision when you innovate examples.
Restrictive interpretation
According to Ken Adams and in response to Garner's views, he says the:
"courts have proved willing to consider that including or includes is restrictive fifty-fifty when modified by merely not limited to".
Ken Adams cites the case Shelby County State Bank v. Van Digest Supply Co., 303 F.3d 832 (7th Cir. 2002) where the court was asked to translate the clarification of a collateral.
The collateral was described as follows:
"All inventory, including but not express to agricultural chemicals, fertilizers, and fertilizer materials sold to Debtor past Van Diest Supply Co."
The court's assessment was as follows:
[I]t would be baroque as a commercial matter to merits a lien in everything, and and so to describe in detail simply a smaller role of that whole. This is not to say that there is no use for descriptive clauses of inclusion, so as to make articulate the kind of entities that ought to be included. But if all goods of whatever kind are to be included, why mention only a few? A court required to requite "reasonable and effective pregnant to all terms" must shy away from finding that a significant phrase (like the lengthy clarification of chemicals and fertilizers nosotros have here) is aught but surplusage.
The court came to the decision that if "all inventory" was intended past the parties, there was no reason to then list but a few elements of that inventory.
The court considers that the phrase "including but not express to" followed by a limited list of inventory items must be read together in such a way that all the terms are given an effective meaning.
From this perspective, the court considered the listing to exist restrictive fifty-fifty though the term "including" and the phrase "but not limited to" were used.
Court interpretation
As you can run across from Ken Adams and Bryan Garner'due south interpretation of the phrase "including just not limited to" and the discussion "including", we do not take a consensus.
If they are able to defend opposing views on the matter, nosotros tin can safely say that the phrase including but not express to tin lead to interpretation challenges.
Both arguments take merit although I tend to favour Ken Adams' views on the topic.
Judges are influenced by the factual underpinnings of the case and the context in which a contractual provision is being interpreted.
Every bit a event, the same provision can atomic number 82 to different estimation in different circumstances.
From my perspective, if you are looking to draft a broad provision, you should you apply words and terms assuasive you to maintain the full general and wide scope of your contractual provision.
If you intend to give examples in your contract, consider the possibility that a court may consider your list every bit exhaustive and assess if you lot are comfortable with that.
Don't but mindlessly utilise the phrase "including but not limited to" or "without limitation" thinking that y'all are safe.
Including but not express to sample
It's helpful to empathise the significant of "including but not limited to" using a legal example.
Permit'due south look at how this phrase can be used in a contract:
Party A shall abide by relevant laws and regulations including, but not limited to (ane) Data protection laws, (ii) Intellectual property laws, and (3) Contract laws
Another example can be the following:
"Advertising Materials" means the information and content designed by the Service Provider including, but non limited to, digital graphics and images, digital banners, videos or other digital advertisements.
Including but not limited to FAQ's
Is there a comma before the give-and-take including?
Typically, the recommended punctuation is that you exercise not put a comma before the word including but one after it.
For instance:
"Ad Materials" means the information and content designed by the Service Provider including, but not limited to, digital graphics and images, digital banners, videos or other digital advertisements.
The comma is used to isolate "just not limited to" assuasive you lot to present a list that is included in what you are stipulating.
What does without limitation mean in law?
The phrase "without limitation" is used to signal that even though yous are presenting a list or given examples, you do non intend to limit the scope of the contractual provision.
For example:
The contractual obligations herein shall apply to Political party A and employees or third parties interim on behalf of Party A including, merely not limited to, its subcontractors, agents, consultants and representatives.
What you are suggesting hither is that you want the contractual obligations to apply to Party A, its employees and all third parties acting for the benefit of Party A.
To clarify what you mean by those third parties acting on behalf of Party A, you listing subcontractors, agents, consultants and representatives.
However, your goal is not to limit the estimation only to subcontractors, agents, consultants and representatives and yous want others to be included such as "service providers", "lawyers", "accountants" or others acting on behalf of Party A.
Source: https://incorporated.zone/including-but-not-limited-to/
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