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I have a question about the sentence structure of following sentence.

Company A shall:
(a) not engage in actions that are, or include the Products, Marks or Company B's name in any material, that is:
(i) publicly sexual, pornographic, . . . or
(ii) tortious, defamatory, . . .

I can't understand the part "or include the Products, Marks or Company B's name in any material". For the first half, I assume it means "Company A shall not engage in actions that are publicly sexual, pornographic, . . ."

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    I'm voting to close this question as off-topic because it's effectively domain-specific proofreading / interpretation. For example, I doubt 1 in 100 native speakers would recognise the otherwise-obsolete term tortious. – FumbleFingers Sep 28 '18 at 12:45
  • Except it isn't... Despite the fact that it may use an uncommon word, the question is about a difficult-to-parse sentence. – Easy Tiger Oct 1 '18 at 21:49
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That could certainly stand to be written more clearly. It's two sentences in one!

Company A shall not engage in actions that are:

(i) publicly....

(ii) tortious...

And

Company A shall not include the Products, Marks or Company B's name in any material that is:

(i) publicly...

(ii) tortious...

Basically, Company A shouldn't do any of this stuff, and it shouldn't associate Company B with any of this stuff.

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The key is to observe the numbering convention.

Where a multi-point legal statement uses a), b), c) etc. you should theoretically be able to break the sentence at any of those points and it'd still make sense.

For example:

You must not:
a) do this, or
b) do that.

In your example there is a point numbered "a)" but you never get to "b)" so effectively we can ignore that. However, there are two inline points numbered "i" and "ii". This is a different numbering convention (i.e. using roman numerals instead of alphabetical characters) to denote that it is distinct. Normally a legal document is formatted in such a way to show that these are distinct. Perhaps that formatting is lost in your quote.

If you break it down you could understand that all of these are true:

  1. Company A shall not engage in actions that are publicly sexual, pornographic, tortious or defamatory

  2. Company A shall not include the Products, Marks or Company B's name in any material, that is publicly sexual, pornographic, tortious or defamatory

Because points (i) and (ii) are sub-points of section (a), they do not apply to any section (b) which may have similarly numbered sub-points of its own.

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