SBA Final Rule on Mentor-Protégé Programs for All Small Businesses Becomes Effective

by Holland & Knight LLP
Contact

Holland & Knight LLP

HIGHLIGHTS:

  • The Small Business Administration (SBA) issued a long-awaited final rule establishing a new, expanded mentor-protégé program that will allow all types of small businesses to qualify as protégés, while retaining, but slightly revising, its existing mentor-protégé program for participants in the 8(a) Business Development program.
  • The final rule became effective on Aug. 24, 2016. The SBA has stated informally that it intends to establish a separate unit within its existing Office of Business Development with the sole function of processing mentor-protégé applications under the new program. Informally, the SBA has stated that it will begin processing these new mentor-protégé applications on Oct. 1, 2016.
  • Like the current rule for 8(a) protégés, the final rule permits small business protégés and their SBA-approved mentors to form joint ventures that qualify for contracts set aside for small businesses or any other socioeconomic category for which the protégé firm qualifies. The rule thus greatly expands the pool of potential joint venture partners for large businesses seeking to compete for set-aside contracts.
  • Unlike the rule for 8(a) joint ventures, which requires SBA approval of a written joint venture agreement prior to the award of an 8(a) contract, joint venture agreements between mentors and protégés for non-8(a) joint ventures under the new rule will not require SBA approval prior to the award. Instead, they will be subject to self-certification and potential review by SBA in a formal size or status protest.
  • Small business joint ventures may no longer be "populated" with individuals intended to perform the contract; they must be unpopulated or populated only with administrative personnel.

Nearly six years after Congress first directed it to do so, the Small Business Administration (SBA) issued its final rule providing for a new mentor-protégé program that will permit all types of small businesses, not only participants in the 8(a) program, to qualify as protégé firms. The final rule was published on July 25, 2015, and became effective on Aug. 24, 2016 (30 days following publication of the final rule).

The final rule implements certain provisions in the 2010 Jobs Act (P.L. 111-240) and the 2013 National Defense Authorization Act (NDAA) (P.L. 112-239). Together, the two acts directed the SBA to develop a mentor-protégé program for its Service-Disabled Veteran-Owned (SDVO), Historically Underutilized Business Zone (HUBZone) and Women-Owned Small Businesses (WOSB) contracting programs, mirroring the pre-existing mentor-protégé program within SBA's 8(a) Business Development program.

The rule also includes several significant changes to 8(a) regulations and the 8(a) mentor-protégé program in particular. These changes will be discussed in a future article. For previous articles on these topics, including the 2010 Jobs Act and 2013 NDAA, see the links provided at the conclusion of this article.

Highlights of the New Mentor-Protégé Program

The new mentor-protégé program is set forth in a new section of the regulations – 13 CFR 125.9. In large measure, the new program follows the requirements of the pre-existing 8(a) mentor protégé program set forth at 13 CFR 124.520. The SBA also added a new 13 CFR 125.8 to provide the requirements for joint ventures between small business mentors and their protégés under the new program (re-designating the prior 125.8 through 125.30 to the new 125.11 through 125.33). Going forward, federal departments or agencies are not permitted to have their own mentor-protégé programs unless a department or agency head submits a plan to the SBA Administrator for approval. Additionally, within a year of the effective date of the final rule, a department or agency head must submit a plan to the SBA Administrator for any existing mentor-protégé program expected to continue.

The following are the key elements of the new SBA program:

Mentors

While the bulk of the final rule's requirements to be a mentor in the new mentor-protégé program remain the same as in the proposed rule, the SBA relented slightly on its proposed requirement that a mentor demonstrate that it be in good financial condition. As a result, to be eligible to serve as a mentor, an entity must demonstrate that it:

  • is capable of carrying out its responsibilities to assist the protégé firm under the proposed mentor-protégé agreement
  • possesses good character
  • does not appear on the federal list of debarred or suspended contractors
  • can impart value to a protégé firm due to lessons learned and practical experience gained or through its knowledge of general business operations and government contracting

These requirements apply to any entity, including those other-than-small businesses, that can show "a commitment and the ability to asses small business concerns ..." In the preamble to the final rule, the SBA also clarified mentors must be for-profit entities.

To demonstrate that it meets these requirements, a would-be mentor may provide tax returns or audited financial statements for the past three years or, if it is publicly traded, provide U.S. Securities and Exchange Commission (SEC) filings for the same period. Approved mentors will be required to recertify as to their good character and favorable financial position on an annual basis.

The final rule creates a presumption that a mentor generally will have no more than one protégé at a time. The SBA may, however, allow a mentor to add an additional protégé if it can demonstrate doing so "will not adversely affect the development of either protégé firm (e.g., the second firm may not be a competitor of the first firm)." Under no circumstances would the SBA allow a mentor to have more than three protégés at one time.

Finally, the SBA may also authorize that a small business act as both a protégé and a mentor simultaneously, but only where the entity can demonstrate that "the second relationship will not compete or otherwise conflict with the first mentor-protégé relationship." This represents an about-face from the proposed rule.

Protégés

To qualify as a protégé, a firm must be small under the size standard corresponding to its "primary North American Industry Classification System (NAICS) code" or demonstrate that it is seeking mentoring assistance in relation to its "secondary NAICS code" and qualifies as small under that standard.

In another change from the proposed rule, the final rule does not require firms to seek a formal size determination from an SBA area office, but instead will rely on self-certification of size status (as in the 8(a) program) and let the size protest procedures address such issues. In the preamble to the final rule, the SBA commented that so long as it is understood that any SBA approval of a mentor-protégé relationship does not constitute a formal size determination, then the size protest procedures will be sufficient.

The final rule permits protégé firms to have a second mentor relationship, provided that the second mentor operates primarily in an "unrelated" NAICS code or involves a different type of experience/assistance than is being provided by the first mentor. Additionally, as mentioned above, a protégé may also serve as a mentor subject to the noted restrictions.

While SBA relented on the formal size determination requirements for protégés, given the recent program integrity and antifraud provisions imposed by the 2010 Jobs Act, small businesses still should ensure that they are properly certifying as small in connection with a mentor-protégé application.

Benefits

Upon SBA approval of a mentor-protégé agreement (discussed below), the mentor and protégé would be eligible to submit offers as joint ventures on set-aside procurements for which the protégé is otherwise eligible. Additionally, as with the current 8(a) mentor-protégé program, a mentor and protégé approved under the new rule will not be deemed affiliates for size purposes simply because of the mentor-protégé agreement. The mentor-protégé relationship does not, however, create a blanket exclusion from affiliation; for example, mentors and protégés could still be found to be affiliated under the ostensible subcontractor rule. Consistent with current practice in the 8(a) program, the SBA's approval of the mentor-protégé agreement (but not necessarily the joint venture agreement) must be received before any joint venture proposal may be submitted on a set-aside contract in order to receive the exclusion from affiliation.

The final rule provides that a protégé may sell up to a 40 percent ownership interest to the mentor for the purpose of raising capital. The final rule also states that agencies may provide incentives as a part of the contract evaluation process where a mentor provides significant subcontracting work to its SBA-approved protégé.

The benefits available under the program cease, however, when the protégé is no longer small for its primary NAICS code. Here again, monitoring the primary NAICS code of the protégé – in addition to the NAICS codes of any specific procurement opportunities – will be essential.

Formal Requirements

As with the current 8(a) mentor-protégé program, an agreement formalizing the mentor-protégé relationship must be in writing and approved by the SBA Associate Administrator for Business Development (AA/BD) or his or her designee. The written agreement must include:

  • an assessment of the protégé's needs, as well as a detailed description and timeline for delivery of the assistance the mentor commits to provide
  • a description as to how the assistance will be provided to enable the protégé to meet its goals as defined in its business plan
  • identification of a single point of contact in the mentor entity that is responsible for managing and implementing the agreement
  • a statement that the mentor will provide such assistance for at least one year
  • a provision that allows either party to terminate on 30 days' notice
  • a provision that the term may not exceed three years, but may be extended for a second three years

The SBA will review the relationship annually to determine whether it should continue for another year. Provided no rescission is issued by the SBA, the relationship will continue automatically for the next year. A second agreement may be entered, either with the same mentor or with a second mentor, also limited to a three-year period, with potential extension. Any revisions or amendments to the agreement must be pre-approved by the SBA. In the event the parties make changes to the relationship in the agreement without approval, the SBA will terminate the relationship and may propose suspension or debarment for one or both parties.

As in the proposed rule, the final rule requires the protégé to file an annual report with the SBA, including the following:

  • all technical and/or management assistance provided by the mentor to the protégé
  • all loans to and/or equity investments made by the mentor in the protégé
  • all subcontracts awarded to the protégé by the mentor and the value of each subcontract
  • all federal contracts awarded to the mentor-protégé relationship as a joint venture, the value of each contract, and the percentage of work performed and percentage of revenue accruing to each party of the joint venture
  • a narrative describing the success such assistance has had in addressing the developmental needs of the protégé and addressing any problems encountered
  • the mentoring services the protégé receives by category and hours
  • certification as to whether there have been any changes in the terms of the agreement

The SBA may terminate a nonperforming mentor, which will render the mentor ineligible to serve as a mentor for two years. The SBA may also recommend a stop-work order on any joint venture contracts and, finally, the SBA may use the mentor's nonperformance as a basis for suspension or debarment.

A practical problem the SBA faced in implementing the new congressionally mandated program is that Congress did not appropriate additional funds for the SBA to process the "enormous volumes" of new mentor-protégé applications likely to be submitted. Further, unlike the 8(a) program, in which participants are assigned to a specific SBA district office for "servicing" and oversight, non-8(a) small businesses are not assigned to a specific SBA representative and generally self-certify compliance with SBA requirements. To address this concern, SBA announced in the preamble to the final rule that it intends to establish a separate unit within the existing Office of Business Development with the sole function of processing mentor-protégé applications, as well as reviewing the applications and the assistance provided under them once approved.

The SBA elected for the time being not to have "open and closed" periods for receipt of new mentor-protégé applications, but noted in the preamble to the final rule that such periods may become necessary if the SBA becomes overwhelmed with new applications. Informally, the SBA has stated that it will start accepting applications under the new program on Oct. 1, 2016.

Highlights of the Joint Venture Provisions

As mentioned, a key aspect of the new mentor-protégé program is the ability to form joint ventures. Once approved by the SBA, a mentor and protégé may form joint ventures to qualify for set-aside contracts for which the protégé is eligible. For example, if the protégé qualifies as an SDVO small business, a joint venture between that firm and its SBA-approved mentor would be eligible for a contract set aside for SDVO firms, provided the protégé meets the size standard assigned to the contract. The SBA has prescribed the terms of any such joint venture relationship that must be set forth in a written agreement. These provisions appear to be identical to those in the proposed rule. As noted in our discussion of the proposed rule, the joint venture requirements include the following provisions:

  • The protégé must be the managing venturer of the joint venture, and a protégé employee must be the project manager for the contract in question. The project manager need not be an employee of the protégé at the time the joint venture submits an offer, but there must be a signed letter of intent to become an employee if the joint venture is successful. The project manager may not, however, be an employee of the mentor and become an employee of the protégé for purposes of performance of the contract.
  • The protégé must own at least 51 percent of the joint venture ownership interests and receive a commensurate share of the profit.
  • The joint venture must perform the percentage of work on a set-aside contract required by the applicable Federal Acquisition Regulation (FAR) and SBA limitation on subcontracting rules (i.e., 50 percent for services and manufacturing contracts, and 15-25 percent for construction and specialty trade construction).
  • The protégé must perform at least 40 percent of the work performed by the joint venture partners, including the affiliates of the non-small business partner through subcontracts at any tier.
  • The protégé must perform more than administrative and ministerial tasks.
  • The joint venture must establish a special bank account.
  • The joint venture agreement must itemize all major equipment, facilities and other resources to be furnished by each party.
  • The joint venture agreement must specify the responsibilities of the parties with respect to contract negotiation, source of labor and contract performance.
  • The joint venture agreement must provide that each partner will ensure performance of the contract if the other member withdraws or fails to perform.
  • Each party to the joint venture will be required to sign a "certificate of compliance" attesting to compliance with the provisions of the joint venture agreement and that the parties will perform in compliance with the performance of work requirements. The certificate must be provided by the protégé to both the SBA and contracting officer prior to performance of any set-aside contract.
  • Each joint venture party must allow the SBA, including the SBA's Office of Inspector General, "to inspect and copy all records and documents."

The final rule also provides that agencies must consider the past performance of each joint venture party when evaluating a proposal from the joint venture. In addition, the SBA notes that it may consider suspension and debarment of either joint venture partner for noncompliance with the joint venture agreement, including with the performance of work requirements, failure to submit a certification and failure to provide records as requested.

The final rule does not require the SBA to formally approve the written joint venture agreement between a mentor and protégé for a non-8(a) joint venture prior to award of the particular contract being pursued. Instead, as with any set-aside contract, the joint venture must self-certify its size and status, and that certification will be subject to review by the SBA in a formal size or status protest. This distinguishes the new program from the current 8(a) program, which requires SBA district office approval of a written joint venture agreement prior to the award of an 8(a) contract.

Not requiring prior approval should be welcome news for potential joint venture partners under the new program, as the pre-award approval requirement for 8(a) joint ventures has led to confusion among contractors and contracting officers alike, and has even caused otherwise successful joint venture offerors to lose awards. See, for example, the case of Alutiiq-Banner Joint Venture, B-412952 etc. (July 15, 2016), where the Government Accountability Office (GAO) ruled that an agency improperly awarded an 8(a) set-aside contract to a joint venture that had not submitted an addendum to its joint venture agreement for approval by the SBA prior to the contract award.

Lastly, like the proposed rule, the final rule provides that to claim the exception from affiliation for joint ventures, the joint venture may not be populated with individuals intended to perform contracts awarded to the joint venture. This is a change from the size and 8(a) joint venture regulations, which allowed a separate legal entity joint venture to be unpopulated, to be populated with administrative personnel only or to be populated with its own separate employees who are intended to perform contracts awarded to the joint venture. In the preamble, the SBA expressed concern that allowing populated joint ventures between a mentor and protégé would not ensure that the protégé firm and its employees benefit by developing new expertise, experience and past performance. In an unpopulated joint venture, the member companies are similar to subcontractors and perform the contract with their own personnel. Thus, going forward, small business joint ventures must be unpopulated or populated only with administrative personnel.

Conclusion

The final rule is likely to be a "game-changing" event in the increasingly competitive market for small business set-aside contracts. The rule expands the pool of potential protégé firms by orders of magnitude, and thereby enables more large businesses to participate in mentor-protégé joint ventures that qualify for set-aside contracts.

 

For more information on the 2010 Jobs Act and the 2013 NDAA, see Holland & Knight's December 2013 article, The Small Business Jobs Act of 2010 Creates Opportunities and Presents New Challenges, and Holland & Knight's February 2013 Government Contracts Blog post, National Defense Authorization Act of 2013 Includes Significant Small Business-Related Provisions. For additional background on the proposed rule, see Holland & Knight's alert, SBA Proposed Rule Outlines New Mentor-Protégé Program for All Small Businesses, published Feb. 9, 2015.

Written by:

Holland & Knight LLP
Contact
more
less

Holland & Knight 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.