"No deal" Brexit Plan of Action

by White & Case LLP

White & Case LLP

White & Case Technology Newsflash

As the approach of Brexit draws inexorably closer, the continued lack of certainty around what any Brexit withdrawal deal will look like, or indeed whether a deal will be agreed at all, is causing increasing concern among the business community.

Our Brexit countdown illustrates the key dates and milestones on the road to Brexit. Discover more.

For the technology sector, and those working on technology-enabled projects, that concern is particularly strong. It spans from issues such as access to high calibre employees, to the impact of Brexit on the complex web of supply chains and existing and future contracts covering the EU and UK, and loss of access to the Digital Single Market.

One thing, which is certain, is that Brexit is likely to affect various aspects of an organisation's day-to-day business operations. The UK government has started issuing guidance as to what steps should be taken to manage the risk of a 'no deal' Brexit, in which no withdrawal deal is agreed, and the United Kingdom leaves the EU on 29 March 2019 with no transition arrangements in place. This article provides an overview of some of the key contractual and legal issues that your organisation may want to consider in order to manage the business risk created by the current uncertainty.

Contract considerations under English law

If this has not already been done, existing contracts should be reviewed to identify what impact Brexit may have on the ability of either party to perform its obligations under the contract, or whether Brexit will result in uncertainty as to the continuing scope or enforceability of the contract.

  • Breach of law or contract: A key point to consider is whether the changed legal landscape will mean that, overnight, continued performance of your contractual obligations (without making adjustments to that performance) could breach EU law. For example, as we discuss further below, some UK-issued product certifications will no longer be valid, affecting the placing of products on the EU market, and there are various EU legislative instruments that require certain service providers to have headquarters, a presence, or be registered or licensed, in the EU before they are able to provide services in the EU.
  • However, should you cease to perform your obligations because you are no longer compliant with EU law, then you may potentially be in breach of your contractual obligations. Even if you can adjust the way you perform the contract to operate in compliance with EU law, this adjustment may, in itself, result in a breach of certain contractual commitments you have made, for example because you are unable to meet a specified deadline.

Where a party's ability to perform its obligations will be affected, then it is important to determine what the contractual consequence of any difficulties in performing, or an inability to perform, may be. It is advisable to assess the enforceability of the contracts that your organisation has entered into in the event of a no-deal Brexit. There may be a need to re-negotiate part or all of a contractual arrangement, which we address further below. If performance under the contract is affected, and renegotiation is not possible, then consequences may be more abrupt. You should also be alert to the possibility that a counterparty may seek to use any inadvertent breach of obligations that may arise following Brexit, as a pretext for terminating a contract that is no longer of value to it in the post-Brexit landscape.

Possible means by which a contract could be rendered unenforceable, or brought to an end, include:

  • Illegality: you should assess whether the impact of Brexit is likely to make the performance of the contract illegal. While this may not be likely in many cases, it is something that may arise in connection with certain sectors such as finance, or broadcasting. If the place of performance of a contract is the EU and, as a consequence of Brexit, your organisation is no longer authorised (or able to be authorised) to carry out the required activities in the EU then it is possible that the contract will be unenforceable for illegality. Further, in some cases where the contract can be performed in the UK but performance is intended to be, or is actually, performed in the EU (despite the lack of authorisation), the English courts may prevent enforcement of the contract.
  • Termination clause: a contract may include an ability for one or both parties to terminate in specific circumstances. This may be at will, or if certain conditions are met. If the consequence of leaving the EU results in the performance of the contract being illegal, or in a more limited or no ability to perform the contract, then such clauses may be triggered. Each case will turn on its particular facts, and the terms of the clause. If a contract has been entered into since the public referendum resulting in the Brexit process, then there may be a specific Brexit-related termination right that could be applicable.
  • Force Majeure: contracts commonly contain force majeure clauses. Force majeure clauses may apply if the performance of the contract becomes unlawful or impossible through specified force majeure events (although such lists are typically not exhaustive). The scope of the force majeure clause will depend on the drafting, but will normally require that the event is outside the reasonable control of the party. These clauses may result in the suspension of obligations under the contract while the event continues, or permit a method of performance to be adjusted so that performance can continue and only if that is not possible might the relevant transaction be terminated. Note that such clauses are unlikely to cover situations where a contract has become uneconomic, or more onerous, as a result of Brexit.
  • Material adverse change clause: these are specific clauses that may be included in your contract. Whether they apply in a Brexit scenario will be highly fact specific, depending on the drafting of the clause in question, and the impact that Brexit has on the parties' ability to perform their contractual obligations.
  • Frustration: this option does not rely on a term being included in your contract. Instead, a contract may be frustrated if a supervening event has occurred, without default of either party, that is not sufficiently provided for in the contract. This supervening event, in this case Brexit, must change the nature of the contractual rights or obligations (not just their expense or onerousness) from that which could reasonably have been contemplated at the time the contract was entered into. The change must be so significant that it would be unjust to hold the parties to the contract following the supervening event.1 It may be difficult to argue that your contract has been frustrated due to Brexit, as many of the impacts are likely to have solutions, albeit costly and/or difficult to implement.

Even if your contract remains enforceable, and you or your counterparty do not want to use any of the contractual mechanisms that may be available to terminate it, there are likely to be matters within your contracts that need clarifying or addressing. Some agreements may expressly provide for renegotiation in certain circumstances, which may include Brexit. Where your agreement does not include express provision for renegotiation, you should still assess whether it is in your interest to seek to pro-actively agree a variation or amendment to remove uncertainty from the contract, or to reflect the altered context in which the contract is being performed. If you are considering renegotiating or varying existing contracts, it is important to be aware of the Supreme Court decision in Rock Advertising Ltd v MWB Business Exchange Centres Ltd2. In this decision the Supreme Court, overturning the Court of Appeal, held that where a contract contains a clause restricting variation of the agreement to those variations agreed in writing between the parties, an oral variation may not be effective, even where the other party is agreeable to that variation. You should therefore ensure that you carefully check, and observe, any formalities that may exist for varying your contracts.

Potential areas that you may need to re-visit in your contracts include:

  • Territorial Scope: the territorial scope of rights under an agreement could become unclear following Brexit. Licences and distribution agreements are just some examples of contracts that may include a territorial provision referring to the EU. How such an agreement would continue to apply following Brexit would depend on the terms of the contract, and is likely be a matter of contractual interpretation. It may be in the interests of both parties to seek to proactively agree an amendment to this clause. Alternatively, one or other party may want to revisit the value of the contract given the UK may no longer be within scope.
  • Price/cost implications: For many organisations operating within the technology space, one of the key impacts of Brexit is likely to be economic, particularly in relation to long-term contracts. If the UK ceases to be a member of the EU in a ‘no deal’ scenario, then businesses may face an immediate increase in costs in performing a contract, for example the introduction of tariffs, compliance with new customs arrangements, or changes to tax treatment. There may also be sudden changes to foreign exchange rates, and increased wage bills due to a struggle to attract or retain talent, a problem that some are predicting to be particularly acute in the technology sector. Organisations should consider whether there are any price-adjustment mechanisms in their contracts that could be used to address the changed cost requirements.
  • Data protection: The handling of personal data is an issue for all companies. The UK government has indicated that protections equivalent to those set out in the EU's General Data Protection Regulation ("GDPR") will continue to apply in the UK following Brexit.3 However in the event of a no-deal Brexit, data transfers from the EU to the UK will change overnight from being transfers within the EU to transfers from the EU to a third country. This means that transfers of personal data from the EU to the UK will need to have a lawful transfer mechanism in order to be permissible under EU law. In the short term, one transfer mechanism likely to be of assistance is the use of Standard Contractual Clauses. These are standard form agreements that are pre-approved by the EU as satisfying the EU's data protection requirements, and can be implemented between two or more parties comparatively easily. Other possible options include the use of binding corporate rules (although these typically take several years to obtain), or derogations such as explicit, informed, individual consent (although this can be impractical for many businesses). Currently, the UK has indicated that it will allow transfers from the UK to the EU, at least in the short-term. It has also indicated that UK based companies that transfer personal data to countries outside the EEA will be able to continue relying on EU adequacy decisions that were made prior to the exit date. The exception to this is in relation to transfers to the US under the EU/US Privacy Shield, where businesses will need to ensure that an organisation participating in the Privacy Shield has made a public commitment to apply the Privacy Shield to transfers of personal data from the UK, before transferring any personal data to them4.
  • A connected issue is that some contracts may include obligations to host data "in the EU". Where that data is currently hosted in the UK, steps should be taken to either agree an amendment to this obligation, or to make arrangements to move the data to a compliant location.
  • Liability: It is also important to consider potential liability under your contracts. If Brexit results in your organisation being unable to fulfil its obligations under a contract, what is the extent of your liability in this situation? Have you assumed liability under the contract for any loss suffered by your counterparty because it is consequently unable to perform its contractual obligations with third parties? While you may not be able to renegotiate your contract to avoid or limit this liability, it can help you to identify the contracts that pose the highest risk to your company, so that you can prioritise accordingly.
  • Governing law, jurisdiction and enforcement: Regardless of Brexit, it is good practice for all contracts to contain a clause identifying the governing law, and which court (or arbitration body) has jurisdiction. Currently, EU-wide legislation applies to provide a uniform framework for determining which EU country would have jurisdiction over any dispute, what laws would apply, and how service and enforcement can take place throughout the EU. In the event of a no-deal Brexit, these would no longer apply, potentially leading to considerable uncertainty. While this is a very complex area, key points to note at present are:
  • Where parties have agreed a choice of law, then this will continue to be upheld by both the English and EU courts.5
  • Where parties have agreed that a court of an EU member state (not the UK) will have jurisdiction over a dispute, then this will continue to be upheld by EU member states following Brexit, because of the effect of Article 25 of the Brussels Regulation. This is regardless of whether the parties involved are domiciled in the EU. However, if parties have agreed that the English courts have jurisdiction, then this will no longer determine jurisdiction under the Brussels Regulation.
  • On 28 December 2018 the government acceded to the Hague Convention on Choice of Court Agreements6, which provides rules for the jurisdiction and enforcement of judgments where there is an exclusive jurisdiction clause in favour of a contracting state, where those contracts are entered into after the Convention came into force in the contracting state. The EU is already a signatory to this Convention, and the UK's accession was done in an attempt to ensure the Convention will continue to apply in the event of a no-deal (although there is a three day gap between when the UK exits the EU and the Convention comes into force, for reasons which are unclear). If the Convention applies, then choices of jurisdiction are likely to be upheld. However, it is currently not certain whether the Convention would apply to agreements entered into only after the Convention entered into force for the UK as a member in its own right, or also to those entered into following the entry into the force of the Convention for the EU (at which point the Convention was in force for the UK by virtue of its EU membership).
  • Despite the uncertainty regarding how an exclusive jurisdiction clause would be applied, the prudent approach would be to ensure that you have entered into an exclusive jurisdiction clause. Agreeing a service address in the same jurisdiction would also potentially avoid later service difficulties and delays. If there is no exclusive jurisdiction clause contained in your contract, then it is possible that you could end up involved in proceedings in another EU member State in addition to any proceedings in the UK. It may also be harder to enforce a UK judgment in an EU member state.
  • You may want to consider whether an agreement to settle disputes by arbitration is appropriate for the nature of your contracts. Arbitration agreements are unaffected by Brexit and the large number of jurisdictions in which English arbitration awards are enforceable7 include all EU countries.

Broader Business Impacts

The broader business impacts of Brexit will depend on the sector and nature of your business. However, the loss of access to the Digital Single Market is likely to be particularly significant to technology companies, and may require your organisation to take additional steps to ensure compliance with laws and regulations within individual EU member states. The digital single market has brought benefits to organisations operating across national borders within the EU, particularly those providing internet sales, online financial services, broadcasters and on-demand platforms, where 'country of origi' principles incorporated into EU laws mean that, provided an organisation complies with the rules and regulations in its home state, it can provide services across the EU. There is no single 'digital single market' directive. Rather, the digital single market has been enabled by a series of EU legislation including the GDPR, E-Commerce Directive, Audio-visual and Media Services Directive, Network and Information Systems ("NIS") Directive and various Copyright related measures. Following the UK's change to 'third country' status, companies based in the UK who provide services to EU member states may need to register, appoint representatives or obtain licences in one or more EU countries (which in some cases may require establishing a local presence or EU representative), or may need to take additional steps to have UK licences recognised. There may also be implications for any service provision that requires UK nationals to visit an EU member state in connection with providing services, with potential visa or work permit requirements.

Businesses trading in goods will need to ensure they have taken steps to ensure they can comply with customs procedures that will apply for goods moving between the EU and the UK, and that they have reviewed what steps they will need to take to ensure products continue to comply with any applicable EU rules. By way of illustration, many products, for example those with electromagnetic capability, toys, and radio equipment, are subject to "New Approach" product safety legislation, which may require a conformity assessment body to carry out testing before the product can be placed on the EU internal market. Where a UK body has carried out those tests, re-testing by an EU-based conformity assessment body, or the transfer of test files to an EU-based conformity assessment body, is likely to be required in order to continue to comply with EU legislation post-Brexit, at least in the short-term. Consideration should also be given to whether tariffs will now be applied to goods moving between the UK and the EU, although in this regard technology companies are fortunate in that, in general, international software sales should remain tariff free under WTO rules (whether cloud-based or physical).

There may also be implications for businesses trading with non-EU countries. This is because some trading relationships between the UK and third countries are governed by trade agreements entered into by the EU and a third country. The UK has indicated that it is seeking to agree bilateral agreements with these third countries that are identical, or substantially the same, as the EU trade agreements that they replace8. However, these may not be in force from the date of leaving the EU and, in practice, there are likely to be changes in how access to preferences is obtained.


Planning for Brexit in the face of current uncertainty is a difficult task for any organisation. The above is a selected snapshot of some of the potential issues that organisations may need to address, and organisations will need to factor in other risks and considerations depending on the specific nature of their business. However, as 29 March 2019 draws closer, it appears prudent for all organisations to undertake some form of review of their contractual arrangements and business operations, to ensure that they have taken what steps they can to limit any disruption that a 'no-deal' Brexit may cause.

Click here to download PDF.

1 See e.g. Davis Contractors Ltd v Fareham U.D.C. [1956] A.C. 696 and National Carriers Ltd v Panalpina (Northern) Ltd [1981] A.C. 675
2[2018] UKSC 24
3Data protection if there's no Brexit deal, UK Government, published 13 September 2018 https://www.gov.uk/government/publications/data-protection-if-theres-no-brexit-deal/data-protection-if-theres-no-brexit -deal#after-march-2019-if-theres-no-deal
4Data protection if there's no Brexit deal, Information Commissioner's Office, https://ico.org.uk/for-organisations/data-protection-and-brexit/data-protection-if-there-s-no-brexit-deal/the-gdpr/internat ional-data-transfers/ last accessed 8 January 2019
5 Because of the effect of Rome I and Rome II Regulations, which the UK government has stated will be implemented into UK law, and which will continue to apply in the EU – see Handling civil legal cases that involve EU countries if there’s no Brexit deal, UK government, published 13 September 2018 https://www.gov.uk/government/publications/handling-civil-legal-cases-that-involve-eu-countries-if-theres-no-brexit-deal/handling-civil-legal-cases-that-involve-eu-countries-if-theres-no-brexit-deal
6 Although some questions have been raised as to the validity of this accession given the EU currently has competence over this area.
7 Under the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention)
8 Existing free trade agreements if there’s no Brexit deal, UK government, updated 19 December 2018 https://www.gov.uk/government/publications/existing-free-trade-agreements-if-theres-no-brexit-deal/existing-free-trade-agreements-if-theres-no-brexit-deal

[View source.]

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© White & Case LLP | Attorney Advertising

Written by:

White & Case LLP

White & Case LLP on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.