The Legal Consequences of COVID-19 on Your Contracts: Force Majeure in Different Jurisdictions and Industries, and Some Practical Guidance

K&L Gates LLP
Contact

K&L Gates LLP

Introduction

The novel coronavirus (“COVID-19”) outbreak has resulted in robust mitigation and containment measures being taken by countries around the world and is having significant and broadening negative impacts on business activities. From a legal perspective, these negative impacts may make it difficult or impossible for parties to a contract to perform their obligations. However, a great deal depends on the nature of the event and its impact on the specific contract and its performance by the parties.

With the COVID-19 outbreak, the virus and associated actions to contain it are affecting countries and industries differently. The high number of infections in the People’s Republic of China (“PRC”) has caused the government authorities there to take strong measures which have substantially disrupted and decreased economic activity. Travel into and out of the PRC has been restricted, and international supply chains have been disrupted. Similar measures may be taken by an increasing number of countries before the outbreak finally subsides.

What relief may be available to you if your contract is affected by the COVID-19 outbreak?

In such a situation, what relief, if any, may a party to a contract have if it is unable to perform its contractual obligations? On the one hand, a contract which requires something to be done on a particular date in a specific manner may truly be impossible to perform if no one can actually carry it out, irrespective of the cost. The affected party may be completely excused from carrying out the contract. On the other hand, if what the contract requires can be carried out but to do so would be much more expensive and difficult, then the party affected by the negative effects of the COVID-19 outbreak may have no valid legal reason to refuse to perform the contract. Indeed, the refusal by a party to perform a contract during the COVID-19 crisis without a valid legal reason risks substantial liability in damages and potentially termination for breach of contract. In addition, each legal system (common law and civil law), country and contract is likely to provide a different answer to these issues.

The effect of government action and measures

Further, action by countries in response to the COVID-19 outbreak may affect the legal position of parties that have difficulty in performing their contractual obligations. In the PRC, on 10 February 2020, a spokesperson of the Legislative Affairs Commission of the Standing Committee of the National People’s Congress stated that in the face of the COVID-19 outbreak, the government has taken mitigation measures which constitute force majeure to contracting parties that cannot perform a contract because of those measures1. This statement does not establish force majeure in itself but highlights that the measures are likely to be regarded to constitute force majeure by one of the highest legislative bodies of the PRC when it makes the performance of contractual obligations impossible. How the PRC courts will rule in individual cases is beginning to emerge. The Hubei Provincial High Court recently advised its lower courts that the COVID-19 epidemic and related government measures constitute force majeure, and the court may terminate the contract upon application of a party if the contractual purpose of the relevant contract cannot be realised because of the COVID-19 epidemic or related government measures2.

In addition, the China Council for the Promotion of International Trade started to issue force majeure certificates to Chinese companies in early February 2020. The effectiveness of these force majeure certificates in the context of recognised principles of force majeure under PRC law is uncertain and untested. These certificates may help a party to a dispute in the PRC to argue that the COVID-19 outbreak is force majeure, but it will still have to show that the requirements to establish force majeure under PRC law are met. Such certificates are likely to carry less weight with the courts and arbitration tribunals outside the PRC, which are more likely to focus on the effect of the contracts and applicable principles of law against all the available evidence to determine whether an event of force majeure has occurred.

Different legal systems

Although force majeure is widely referred to by businessmen around the world as an unforeseen event that can affect the performance of a contract, it is not as well known that there are substantial differences between the legal basis to establish force majeure in a common law and civil law country or legal system. Under the common law, there is no definition of force majeure; it must be defined and provided for under the contract. Where the contract does not provide for force majeure, a party may only be able to rely on the principle of frustration to avoid performing the contract. The principle of frustration is hard to prove and is rarely used.

In civil law, the general law defines and provides remedies for force majeure, which may be in addition to what is provided for in the contract. So where civil law applies, if the contract does not provide for force majeure, a party that is impeded or unable to perform its contract may still be able to rely on the general law to establish force majeure and obtain relief from the performance of the contract. In this sense, it might be said that the civil law is more helpful to a party that is adversely affected by an event of force majeure. In any event, it underscores the importance of checking the governing law of the contract in question.

What should I do?

Some effects of the COVID-19 outbreak are obvious, such as, travel restrictions, lock-downs, quarantines, and shortages of medical and safety equipment, but their immediate impact on contracts, such as, the ability to pay, deploy resources on time and meet service levels as agreed, and the amount of increased costs may be less so. Careful consideration should be given to contracts that are most affected by the effects of the COVID-19 outbreak. In addition, where there is doubt over a claim for force majeure in contract or under the general law, you should also consider if you may make an insurance claim to cover or reduce losses caused by the COVID-19 outbreak. With this in mind, below are:

  1. questions and answers addressing key questions and issues;
  2. a flowchart to help with the review of contracts;
  3. a table which sets out some of the potential issues and actions to consider for different industry sectors (aviation, construction and engineering, insurance coverage, liquefied natural gas (“LNG”) and technology, media and telecom (“TMT”)); and
  4. some drafting tips to address the COVID-19 outbreak or a similar future event if you are preparing a new contract or revising an existing one.
Q&A
Ref. Questions Answers
Q1 What is force majeure?

Force majeure is an event that is beyond the
control of the parties to the contract, which
may or may not have been unforeseeable,
the effects of which cannot be avoided by
reasonable efforts or due diligence, the
consequences of which is to impede or
prevent the performance of the contract.
Under the common law, the performance of
the relevant contract obligation must have
been prevented by an event of force
majeure and not merely hinder it or render
it more onerous. Examples of force
majeure include acts of God, fire, war, riot,
civil commotions, disease, epidemic,
pandemic, embargos and government
intervention or action.

Q2 What is frustration?

Under the common law, a contract is frustrated
when a supervening event occurs which so
fundamentally affects the performance of the
contract that it is automatically terminated and
the parties are discharged from future
performance of the contract.

Q3 Is my force majeure
clause valid and
enforceable?
The validity and enforceability of each clause and
its contract must be considered in the context of
its governing law and corresponding system of law.
Q4 What is an epidemic?
What is a pandemic?
An “epidemic” refers to the occurrence of disease
that is temporarily of high prevalence, while
“pandemic” refers to an epidemic that spread
over a wide geographical area3. On 31 January
2020, the World Health Organization (“WHO”)
declared the COVID-19 outbreak a public
health emergency of international concern.
The WHO has not at this point declared a
global pandemic.
Q5 When can a contract
be renegotiated?
In general, the parties to a contract are free to
renegotiate its terms by agreement.

In the civil law jurisdictions, the renegotiation and
judicial revision of contracts maybe available in
the event of force majeure4. Under the PRC law,
a party may apply to court to revise or terminate
a contract when changed circumstances render
the continued performance of the contract
obviously unfair or make it impossible to realise
the contractual purposes5. The French,
United Arab Emirates (“UAE”) and Qatari civil
codes explicitly provide that a party may ask
the other to renegotiate the contract in view of
imprévision6, and when the renegotiation is
refused or fails, the parties may agree to
terminate the contract or ask the court to revise
or terminate the contract7.

Q6 Will I need to give
notice of a force
majeure event?
If your contract has a force majeure clause, it is
likely that it will contain notice provisions. These
notice provisions should be carefully followed.
In addition, a force majeure clause may require
the production of a certificate issued by a
designated authority certifying the
circumstances giving rise to or the occurrence
of an event of force majeure8.

Even if there is no express requirement for
notice, reasonable notice should be given to
the other party that you are relying on the force
majeure clause to suspend or terminate the
contract. Indeed, the PRC Contract Law
explicitly requires a party relying on force
majeure to timeously notify the other party so
as to mitigate the losses that may be caused
to the other party9.

Q7 Can I suspend and/or
terminate the contract
in the event of force
majeure?
In a common law jurisdiction, the contract can be
terminated or suspended as long as the relevant
clause provides for it10.

In the civil law jurisdictions, the contract can be
suspended or terminated, depending on the
impact of the force majeure event on contractual
performance. Under the French Civil Code, if the
prevention of contractual performance is
temporary, performance of the contract would be
suspended unless the delay would justify
termination. If the prevention is permanent, then
the contract is terminated by operation of law
unless the performing party agrees otherwise.
The French Civil Code allows partial discharge
of the performing party’s liability depending on
the impact of the event of force majeure11.

Checking your contract: force majeure

Potential impacts on different sectors
Sector Potential Issues Actions to consider
Aviation Impacts on operations
for airlines and aircraft
delivery and
maintenance.

Original equipment
manufacturers of fleet
and their suppliers may
suffer storage and
logistics difficulties.

Seek legal advice. Assess relevant
contract(s) and severity of impact(s).

Negotiations to avoid default(s).

Consider full solvent restructuring
options to simplify corporate
structure and reduce costs
and/or compliance burden.

Consider subleasing or wet leasing
fleet to geographical markets that
are less affected.

Consider amending leases,
sub-leases, security
documents and/or
deregistering/registering aircrafts.

Construction
and
Engineering
Construction programme
delays and effect on
completion if any.

Unavailability or shortage
of materials and workers.

Pressure on project
cash flow.

Seek legal advice. Assess relevant
contract(s) and severity of impact(s).

Negotiations to avoid defaults.

Request extension(s) of time if there
is a contractual ground to do so.

Check for right to suspend the
works and issue notices.

Consider the impact on project cash
flow and ability to pay subcontractors,
suppliers and workers.

Secure the supply of materials and
workers.

Insurance
coverage
Business disruption.

Event cancellation.

Supply chain disruption.

Directors and officers liability.

Seek legal advice. Assess relevant
contract(s) and severity of impacts.

Review business disruption, event
cancellation, directors and officers
liability and other insurance policies
for coverage and exclusions.
Notify claims.

See also K&L Gates HUB, dated
27 February 2020, “Coronavirus
Losses: Will Your Commercial
Insurance Policies Respond?

LNG Disruption to production
and non-delivery.

Force majeure declarations
by LNG buyers.

Non-payment.

Seek legal advice. Assess relevant
contract(s) and severity of impact(s).

Negotiations to avoid default(s).

See also K&L Gates Legal Insight,
dated 14 February 2020,
Coronavirus Force Majeure
Declarations by LNG Buyers - A
Negotiating Tool or a Legitimate
Case of Force Majeure for
LNG SPAs Governed by English Law?

TMT Potential and/or
actual severe
delay or even
non-delivery of
hardware,
software or
other TMT
equipment.

Non-performance of
support services
(such as software
development,
maintenance
and installation but also
other professional
services) due to
disruption in supply
chains.

Non-availability of parts,
equipment, technology or
personnel due to travel
restrictions or changes
in workplace behaviour.

Seek legal advice on your supply
contracts, in particular on any
potential contractual defaults/
breaches (and any possible
regulatory issues that may
impact you, where applicable),
whether any contractual savings
clauses such as force majeure
clause would apply, and courses
of action to avoid any such defaults.
Drafting Tips

Below are some drafting tips to address COVID-19 or a similar future event.

  1. Make sure your contract has a force majeure clause to cover COVID-19 or a similar future event. Decide if the clause should be open and unqualified or a closed list of force majeure events.
  2. Consider how the governing law of the contract affects the force majeure clause in the contract.
  3. Make sure that there are clear provisions to notify an event of force majeure and state the time within which such notice must be provided.
  4. Provide for rights to suspend and terminate as appropriate, as well as the time period of suspension before the right to terminate can be exercised.
  5. Require the party that claims force majeure to mitigate the effects of the force majeure event.
  6. Consider if all obligations should be suspended during the period of suspension or if specific obligations, such as payment, should continue in any event.
  7. Consider if any matter should be excluded when force majeure is considered by a court or arbitration tribunal, such as severe price spikes or declines.
  8. If an arbitration clause is selected, ensure that the arbitration rules of the relevant arbitration institution provide for emergency arbitration procedure
Notes

[1] http://www.xinhuanet.com/2020-02/10/c_1125556153.htm (in Chinese).
[2] The Second Civil Division of Hubei Provincial High Court, Reply to Several Questions in Adjudicating Commercial Cases Involving COVID-19 Epidemic (关于审理涉及新型冠状病毒肺炎疫情商事案件若干问题的解答), 12 February 2020.
[3] Epidemic (Pathology), Encyclopedia Britannica.
[4] Article 77 of the PRC Contract Law; parties have a general right to voluntarily agree to renegotiate and modify the contract.
[5] Article 26 of the Interpretation II of the Supreme People’s Court of Several Issues concerning the Application of the PRC Contract Law (promulgated on 24 April 2009, effective on 13 May 2009). However, the Supreme People’s Court stated in a subsequent notice that power given to courts thereunder must be exercised judiciously: Guiding Opinions on Several Questions in Adjudicating Civil and Commercial Contract Disputes in the Present Circumstances (关于当前形势下审理民商事合同纠纷案件若干问题的指导意见), 14 July 2009.
[6] Imprévision is a civil law principle which may allow the renegotiation or judicial revision of contracts where there is an unforeseeable event or changed circumstance which causes the performance of the contract to become excessively burdensome and/or obviously unfair.
[7] French Civil Code Art.1195 (2016); UAE Civil Code Art.249; Qatar Civil Code Art. 171(2).
[8] Magenta Resources (S) Pte Ltd v China Resources (S) Pte Ltd [1996] 2 SLR(R) 316 (Contract for supply of USSR origin goods. Whether a certificate issued by the USSR Embassy in Singapore certifying the USSR ceasing to exist was sufficient to satisfy the contractual requirement for a certificate issued by “competent authority at the place where the force majeure event occurred”, so that the FM Clause was properly invoked). Certificates issued by organisations such as China Council for the Promotion of International Trade (“CCPIT”) may be helpful to prove force majeure. As at 14 February 2020, the CCPIT has issued more than 1,600 certificates regarding the COVID-19 outbreak: http://www.ccpit.org/Contents/Channel_4324/2020/0216/1240959/content_1240959.htm As noted above, these certificates may have limited evidential value in international arbitration and litigation unless the force majeure clause specifically provides that such certificates are conclusive proof of a force majeure event. See Philip Yang: COVID-19 Epidemic and Force Majeure under International Commercial Contracts, http://www.xindalilaw.com/newsitem/278331912.
[9] Art.118.
[10] This is different from discharge under the doctrine of frustration.
[11] French Civil Code Arts. 1218, 1351, 1351-1 (2016).

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.

© K&L Gates LLP | Attorney Advertising

Written by:

K&L Gates LLP
Contact
more
less

K&L Gates 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.