RE: Tax clause in licensing agreements

["Hoffmann, Gretchen" <ghoffmann@fulbright.com>]

As someone knowledgeable about the law, but not as someone offering legal
advice, I would strongly suggest that you never sign a license or other
contract that contains language you are not willing to abide by.  If your
institution is exempt, either cross out the provision or add a provision
that says your institution is exempt and therefore Paragraph X.X does not
apply.  Both parties must initial the change.

And certainly if you're exempt, the vendor can't complain, because they
won't be getting the tax fee anyway.

Gretchen McCord Hoffmann
Attorney at Law 
Fulbright & Jaworski L.L.P. 
ghoffmann@fulbright.com
512-536-5668 
 
Nothing contained in this email is intended to contitute legal advice.  If
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-----Original Message-----
From: Elizabeth_R_Lorbeer@rush.edu [mailto:Elizabeth_R_Lorbeer@rush.edu]
Sent: Monday, March 01, 2004 6:14 PM
To: liblicense-l@lists.yale.edu
Subject: Tax clause in licensing agreements

I've noticed in recent licensing agreements a clause being added on taxes.
The language is worded that the vendor can pass any tax, either real or
potential, to the academic customer.  The agreements do not specify who is
the originator of the tax and worse, do not provide tax amount.  As an
academic not-for-profit, I expect my institution to be exempt.  My
question to the list is how are you handling this clause?  Are you
ignoring it, crossing it out, or remaining silent?

Thank you for your help.

Sincerely,
Liz Lorbeer
Email: Elizabeth_R_Lorbeer@rush.edu