Canada: A Closer Look At The Griffiths Energy Case: Lessons And Insights On Canadian Anti-Corruption Enforcement

On January 25, 2013, the Alberta Court of Queen's Bench approved a $10.35 million penalty against Griffiths Energy International Inc. (Griffiths) for a violation of the Corruption of Foreign Public Officials Act1 (CFPOA) in connection with the actions of the company's previous management and representatives in Chad, Africa (Griffiths Judgment).2

Although the CFPOA has been in force since 1999, the Griffiths conviction joins the conviction of Niko Resources Inc. (Niko) in June of 2011 (Niko Order)3 as only the second significant conviction rendered under Canada's foreign anti-corruption legislation to date, and as such constitutes important guidance regarding the position of the courts, the Royal Canadian Mounted Police (RCMP) and the Crown in respect of the prosecution of foreign corrupt practices.4

This legal update reviews the facts of the Griffiths conviction, compares them to the Niko Order where insightful, and discusses lessons to be considered going forward by Canadian individuals and organizations facing foreign anti-corruption risk in connection with their business operations. This includes consideration of a number of important legal issues related to the enforcement of the CFPOA as well as anti-corruption liability and risk mitigation in general, including (i) the influence of self-reporting as a mitigating factor, (ii) the CFPOA's broad definition of corrupt practices, (iii) lessons for directors, (iv) the role of U.S. Foreign Corrupt Practices Act (FCPA) precedent, (v) the treatment of proceeds of criminal activity, (vi) matters related to jurisdiction, and (vii) anti-corruption risks associated with third party agents.

1. The Prohibited Payments and Share Issuances

The Griffiths conviction relates primarily to a series of consulting agreements and related transactions entered into by the company, a Calgary-based junior oil and gas exploration and production firm, at the direction of its previous management and in pursuit of certain production-sharing contracts (PSCs) in Chad.

As noted in the Agreed Statement of Facts (Statement of Facts) submitted to the Court of Queen's Bench on January 22, 2013,5 in and around the formation of the company in August 2009, Griffiths and several of its founding shareholders (including the company's late chairman) set out to develop contacts and arrange meetings with senior Chadian political figures, including the Chadian Ambassador to Canada (Ambassador) and the country's minister of petroleum and energy.

This led to the execution of a consulting agreement on August 30, 2009, between Griffiths and Ambassade du Tchad LLC (Tchad LLC), a U.S.-registered entity wholly owned by the Ambassador. The agreement pertained to oil and gas advisory services to be provided by Tchad LLC to Griffiths and, importantly, provided for a $2-million fee payable to Tchad LLC in the event Griffiths was awarded the desired PSCs before the end of 2009 or such other date mutually agreed upon by the parties.

Griffiths terminated the Tchad LLC consulting agreement in early September 2009 after being advised by legal counsel that it constituted an unlawful offer of a benefit to a foreign public official. However, on September 15, 2009, Griffiths entered into a second consulting agreement on terms identical to the Tchad LLC agreement with another U.S. incorporated entity, this time wholly owned by the wife of the Ambassador and named Chad Oil Consulting LLC (COCL). Griffiths simultaneously (i) granted the Ambassador's wife 1,600,000 founder shares in the company at a price of $0.001 per share, and (ii) granted an additional 2,400,000 founder shares at the same price to two individuals nominated by the Ambassador's wife, including the wife of the then Deputy Chief of the Chadian Embassy in Washington, D.C. (Deputy Chief).

Following the expiration of its initial term, the COCL consulting agreement was renewed by the parties effective January 1, 2011, with only minor amendments. Shortly thereafter, and after months of negotiations, a Griffiths subsidiary executed a PSC with Chad on January 19, 2011. The $2-million payment owing to COCL under the COCL agreement was then placed into escrow in February, 2011, before being transferred to COCL pursuant to deposit instructions received from the Deputy Chief.

2. Key Elements of the Agreed Statement of Facts

Griffiths acknowledged in the Statement of Facts that, by entering into the Tchad LLC and COCL consulting agreements and by issuing seed shares to the Ambassador's wife and her nominees, it violated paragraph 3(1)(b) of the CFPOA by providing direct or indirect benefits to the Ambassador in an attempt to induce the Ambassador to use his position to influence decisions of Chad in respect of the desired PSCs.

However, the Statement of Facts also contains five important acknowledgements by the Crown, which informed its agreement to limit the fine imposed on Griffiths to $10.35 million (being a fine of $9 million plus a 15% victim fine surcharge).

First, the Crown acknowledged that between July and September of 2011, Griffiths hired an entirely new management team as well as appointed six new independent directors. The Crown acknowledged that the current senior leadership of Griffiths was distinct and separate from the management steering the company at the time of the corrupt practices at issue.6

Second, the Crown acknowledged that, following the discovery of the offending consulting agreements during due diligence performed in preparation for an initial public offering of securities (IPO) scheduled to be conducted by the company in the fourth quarter of 2011, Griffiths' current management and directorship took immediate and comprehensive corrective action. This included:

  1. the creation of a special committee comprised of the independent members of Griffiths' board of directors;
  2. the retention by the special committee of independent and specialized external legal counsel;
  3. the provision by the special committee of a broad mandate to its external legal counsel to conduct a thorough investigation of not only the circumstances surrounding the consulting agreements and share issuances in question, but also any other activities possibly suggestive of past corrupt practices by the company or its representatives; and
  4. that the special committee, as well as the rest of Griffiths' directorship and management, remained fully engaged, informed and cooperative in the special investigation.

Third, the Crown acknowledged the decision of Griffiths to voluntarily self-disclose its special investigation to the RCMP and representatives of the Public Prosecution Service of Canada and Alberta Justice on November 15, 2011, as well as to their counterparts in the United States shortly thereafter. Towards this end, the Crown acknowledged that Griffiths' self-disclosure marked the beginning of a full and extensive cooperative process between the company and relevant enforcement authorities that included:

  1. the sharing by Griffiths of all details of its investigation, including, in particular, legally privileged communications between the company and its former legal counsel;
  2. Griffiths agreeing to enter into a guilty plea prior to charges being formally laid by Crown prosecutors; and
  3. Griffiths continuing to cooperate with and assist the Crown in other processes and legal remedies related to its past activities.

Fourth, the Crown acknowledged various significant costs already incurred by Griffiths further to the corrupt practices of the company's past management and representatives. These included:

  1. legal and accounting costs incurred in relation to the special committee's investigation of approximately $5 million;
  2. hundreds of management hours spent on the investigation;
  3. the withdrawal by Griffiths of its IPO and the corresponding write-off of approximately $1.8 million in pre-IPO expenses, including legal and marketing costs; and
  4. the resulting increased costs of financing experienced by Griffiths when forced to turn instead to private sources of capital.

Fifth, the Crown acknowledged that (i) Griffiths had not been previously convicted or sanctioned in respect of a similar offence, and that (ii) Griffiths had already undertaken numerous actions to reduce the likelihood of it engaging in further corrupt practices, including implementing and enforcing a robust set of anti-corruption policies and procedures as well as reinforcing its existing internal control and compliance programs.

3. The Judgment of The Queen's Bench

Similar to his admonishments in the Niko Order, Justice Brooker of the Alberta Queen's Bench (Court) emphasized that the "bribing of a foreign official by a Canadian company is a serious matter" and that, beyond being an "embarrassment to all Canadians," corrupt practices "prejudice Canada's efforts to foster and promote effective governmental and commercial relations with other countries" while also undermining the "bureaucratic or governmental infrastructure of the countries for which the bribed official works."

Towards this end, Justice Brooker explained that "the penalty imposed must be sufficient to show the Court's denunciation of such conduct as well as provide deterrence to other potential offenders."

Justice Brooker stressed that the "major aggravating factor in this case is the size of the bribe made." On the other hand, he highlighted that Griffiths' decision to self-report, as well as the quick and decisive action taken by the company's management and directors, constituted the most important mitigating factors. He noted that the company's decision to self-report saved enforcement authorities significant time and resources. In his view, Griffiths' conduct upon discovering a possible breach of the CFPOA demonstrated a "complete and genuine remorse for the illegal conduct manifested by its former officers."

Referring to his position in the Niko Order, Justice Brooker stated that he would only refuse to accept the sentencing recommendations of the Crown if they were unfit or unreasonable, and that this was not the case in the matter before the Court. Significantly, and in contrast to the Niko Order, Justice Brooker also confirmed that a probation order was not necessary in the circumstances considering the "effective, comprehensive and robust anti-corruption program" instituted by Griffiths.

On the basis of the foregoing, the Court approved Griffiths' guilty plea to one count of violating the CFPOA and the fine of $10.35 million.

4. Lessons and Insights From the Griffiths Energy Case

A number of instructive observations and lessons can be gleaned from the substance of the Statement of Facts and the Griffiths Judgment, both in comparison with the Niko Order and otherwise.

(a) Self-Reporting as a Mitigating Factor

As in Niko, the sentencing factors discussed by Justice Brooker in the Griffiths Judgment exhibit the clear willingness of the Court to consider various species of mitigating factors. In the Niko Order, such factors included (i) the company's guilty plea (which avoided expending further Crown resources), (ii) Niko's cooperation with authorities once it knew it was being investigated, (iii) Niko's agreement to take remedial steps and cooperate on a go-forward basis, and (iv) Niko's lack of a prior criminal record. The Statement of Facts and the Griffiths Judgement reiterate the value in the eyes of the Crown and the Court of these same principles of cooperation and correction. They also of course highlight the great weight placed by the Crown and the Court on Griffiths' immediate commitment to self-disclosure of both its suspected violations of the CFPOA as well as its internal investigation into same.

Towards this end, it would be difficult to exaggerate the apparent influence of Griffiths' self-disclosure on the amount of the fine imposed by the Crown on the company. Niko was fined $9.5 million for gifts in kind worth an aggregate of approximately $200,000.00. Griffiths, on the other hand, was fined about 8% more than Niko for payments in excess of 10 times the value of gifts provided by Niko. This strongly reinforces express statements made by the Crown and Justice Brooker that the decision to self-disclose constituted a paramount consideration in their assessment of appropriate penalties and may serve as a strong inducement for companies to consider similar self-disclosure in the future.

(b) The CFPOA's Broad Definition of Corrupt Practices

Griffiths and the Crown agreed in the Statement of Facts that criminal culpability under the CFPOA resulted both from the COCL consulting agreement under which the $2-million payment was made as well as from those earlier consulting agreements with COCL and Tchad LLC (even though no payments were actually made pursuant to these two agreements). This serves as a clear reminder that the CFPOA prohibits mere offers or promises made to, or for the benefit of, foreign public officials and not only actual payments made to or for the benefit of such officials.

Similarly, Griffiths and the Crown agreed in the Statement of Facts that no allegation or admission has been made that Griffiths actually experienced any benefit from the corrupt practices at issue. This is another clear reminder that, even though the CFPOA requires that an offer, promise or payment be made to, or for the benefit of, a foreign public official "in order to obtain or retain an advantage in the course of business", no such "advantage in the course of business" need actually be secured by the offending party for CFPOA liability to result.

In this regard, it is also important to note that the web cast by the CFPOA is set to soon grow even wider.7 On February 5, 2013, Bill S-14, the Fighting Foreign Corruption Act, was introduced into Canada's Senate. Amongst other things, Bill S-14 removes the requirement that an entity or individual be engaged in business "for profit", resulting in potentially greater CFPOA exposure for Canadian non-profit organizations such as development agencies or charities operating overseas.

(c) Lessons for Directors

In the Statement of Facts, the parties outline the scope and substance of Griffiths' response to the actions of its previous management and representatives once discovered, including (i) immediately establishing a special committee comprised of independent members of the board of directors, (ii) engaging independent and specialized external legal counsel to conduct a special investigation, (iii) granting external legal counsel a broad mandate to investigate all matters related to the subject of concern without limitation, (iv) approving the retention of forensic accounting experts, and (v) ensuring that the special committee, as well as the remainder of the board and management, remained fully informed and engaged throughout the course of the special investigation.

As noted above, Justice Brooker was also of the view that a probation order was not necessary for Griffiths in light of the robust anti-corruption compliance program implemented by the company after discovering the corruption at issue. This is to be contrasted with Niko Order in which the Court imposed a number of significant and costly ongoing obligations regarding disclosure and reporting to the RCMP, assistance to Canadian and U.S. law enforcement authorities, strengthening internal compliance controls, and conducting independent compliance audits to be paid for by Niko.

Considering the weight placed on this quick and comprehensive response as a mitigating factor by the Crown and the Court, Griffiths' reaction to the discovery of potential corrupt practices can be considered a useful guide for companies and boards that find themselves in a similar situation in the future. However, it is also important for directors to note that the formation of a special committee comprised of independent directors, advised by independent external legal counsel and engaged in a thorough examination of all relevant activities and information may, depending on the circumstances, actually be required in order for directors to meet their duty of care owed to a corporation.8 The actions taken by Griffiths are a reminder that issues arising with potential CFPOA violations will extend beyond exclusively criminal matters and can include compliance by directors with the requirements of their duty of care.

(d) The Role of U.S. FCPA Precedent

The Niko Order was drafted in consultation with the U.S. Department of Justice (USDOJ) and was described by the Crown as "a Canadianized version of similar enforcement actions in the United States." Moreover, the terms of the Niko Order closely followed those found in recent USDOJ deferred prosecution agreements under the FCPA and, in approving the fine recommended by the Crown, the Court also considered examples provided by the Crown of penalties levied by U.S. authorities under the FCPA.

The Griffiths Judgment differs from the Niko Order significantly in that it does not include a comprehensive set of prescriptions regarding future anti-corruption compliance policies and procedures to be adopted by the offending entity as did the Niko Order – again, because Griffiths had already voluntarily adopted a robust set of such policies and procedures during the course of its internal investigation. Although Justice Brooker commented that FCPA precedent can be of limited use for CFPOA sentencing purposes due to its heavy reliance on mathematical fomulae, the Griffiths Judgment does again exhibit the willingness of the Court to consider relevant FCPA precedent where potentially useful, on this occasion illustrated by the reference of Justice Brooker to accused companies being given a significantly discounted penalty in exchange for self-reporting and full cooperation in FCPA matters.

(e) Proceeds of Criminal Activity

In addition to monetary penalties and possible imprisonment, under the Criminal Code proceeds obtained from the bribery of foreign public officials may be forfeited to the Canadian government. Also, as an indictable offence, a violation of the CFPOA is considered a "designated offence" and therefore attracts the application of the Criminal Code's provisions against money laundering. These prohibit dealing with any property or any proceeds of property with the intent to conceal or convert, knowing or believing that the property or proceeds were obtained directly or indirectly from the bribery of foreign officials.

Although the Crown acknowledges that that the $2-million payment made by Griffiths' past management to COCL is beyond the reach of the Court, forfeiture proceedings in respect of the seed share issuances to the wife and her nominees are understood to have been initiated and are scheduled to be next heard by the Court on February 15, 2013. The experience of Griffiths may therefore serve as the first instance in Canada of the seizure of assets tainted by foreign corrupt practices.

(f) "Territorial Jurisdiction" vs. "Nationality Jurisdiction"

It was agreed by the Crown and Griffiths in the Statement of Facts that the "Court has jurisdiction over this offence by reason of the fact that there is a real and substantial link between Canada and [the] offence and that the facts of [the] case legitimately give Canada an interest in prosecuting the offence."

This is an acknowledgment that, at the date of the Griffiths Judgment, the applicable jurisdiction of the Court was that of "territorial jurisdiction." Pursuant to the decision of the Supreme Court of Canada in R. v. Libman, this requires that there be a "real and substantial" connection to the territory of Canada.9 The decision in Libman has also led to objections to jurisdiction based on the principle of international comity (i.e., where a crime has a closer nexus to another country, it may be more appropriate for the matter to be prosecuted there).

However, Bill S-14 discussed above is set to shift the jurisdictional standard applicable to prosecutions of violations of the CFPOA from "territorial jurisdiction" to "nationality jurisdiction."10 Under this standard, rather than requiring a "real and substantial" connection to the territory of Canada, the Crown will merely have to establish that the violation of the CFPOA was committed (i) by a Canadian citizen, (ii) by a permanent resident (who, after the commission of the act or omission, is present in Canada), or (iii) by a company, partnership or other entity formed or organized under the laws of Canada. Importantly, this amendment will greatly reduce the ability of alleged offenders to initiate jurisdictional challenges to prosecutions brought against them by enforcement authorities based on the location in which an offence was either planned or conducted.

(g) Third Party Agents and Anti-Corruption Risk

Although the Statement of Facts paints a picture in which the previous management of Griffiths purposefully engaged a third party agent as part of a scheme to attempt to influence the government of Chad, it should not be lost on companies with overseas operations that engaging third party agents even with the best of intentions can be fraught with uncertainty and represents one of the most significant areas of anti-corruption risk facing Canadian business.

The use of third party agents in international operations or business development, whether consultants, sales representatives, customs brokers, contractors or distributors, is often unavoidable. This may be because the retention of a local agent is a requirement of foreign law, because of cultural or linguistic barriers, or because of practical or logistical realities. Canadian companies and business people with overseas operations should understand that liability under the CFPOA can accrue not only where a person deliberately instructs an agent to effect a corrupt offer, promise or payment on the person's behalf but also merely where a person is 'wilfully blind' to the fact that such a corrupt offer, promise or payment would be made by an agent on the person's behalf (i.e., where the person has reason to believe such a corrupt offer, promise or payment would be made but deliberately refrained from making further inquiries because the person would prefer to remain ignorant).11

5. Conclusion

The experience of Griffiths and its new management and directorship emphasize the need for Canadian companies with overseas operations or business partners to implement and enforce comprehensive anti-corruption policies and procedures customized to their particular circumstances in a proactive manner.12 This will best place an organization, as well as its management and directors, to detect and prevent potential violations of the CFPOA, and to quickly respond accordingly. As the RCMP and Crown have now made abundantly clear, with approximately 35 ongoing CFPOA investigations, the Canadian business community now operates in a new and aggressive era of anti-corruption enforcement.

Footnotes

1 S.C. 1998, c. 34

2 Transcript of Proceedings Taken in the Court of Queen's Bench of Alberta, Judicial Centre of Calgary, Her Majesty the Queen v. Griffiths Energy International, E-File No.:CCQ13GRIFFITHSENER, Action No. 130057425Q1, January 25, 2013.

3 Transcript of Proceedings Taken in the Court of Queen's Bench of Alberta, Calgary Courts Centre, Calgary, Alberta, Her Majesty the Queen v. Niko Resources Ltd., E-File No.: CCQ11NIKORESOURCES, June 24, 2011.

4 For further information regarding the Niko Order, please see A Deeper Dive Into Canada's First Significant Foreign Bribery Case: Niko Resources Ltd.

5 Agreed Statement of Facts, Her Majesty the Queen and Griffiths Energy International Inc., dated January 14, 2013, and submitted to the Alberta Court of Queen's Bench January 22, 2013.

6 This change in management and directorship of Griffiths occurred in part as a result of the death of a co-founder of Griffiths in a boating accident in Ontario in July of 2011.

7 For further information in respect of the significant amendments to the CFPOA set to be effected by Bill S-14, please see Significant Amendments Proposed to Strengthen Canada's Anti-Corruption Regime.

8 See, for example, the decision of the Ontario Securities Commission in In re YBM Magnex.

9 R. v. Libman, [1985] 2 S.C.R. 178

10 See supra note 7.

11 For further discussion of anti-corruption risks and risk mitigation strategies related to the retention of third party agents, please see Understanding and Mitigating Your Third Party Corruption Risk Under Canada's Corruption of Foreign Public Official's Act.

12 For further information regarding anti-corruption risk assessments and customized anti-corruption policies and procedures, please see Anti-Corruption Compliance Message Received? Risk Assessment Is Your Next Step.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
McCarthy Tétrault LLP
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
McCarthy Tétrault LLP
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions