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IVANTI’S STATEMENT ON BREXIT AND GOVERNING LAW OF CONTRACTS

Ivanti recognizes that there may be some added uncertainty brought about by Brexit regarding contractual arrangements between Ivanti UK Limited and its European Union (“EU”) based customers. Ivanti is providing this statement to share its view of the impact, if any, of Brexit on the governing law and jurisdiction clauses of Ivanti’s contracts with its EU-based customers and s assurance to all such customers that Brexit will have a minimal effect on the contractual arrangements in place with Ivanti UK Limited. Additionally, Ivanti regularly monitors the situation and will provide updates as the situation develops.

GOVERNING LAW

Ivanti has decided to continue to use English law to govern the majority of its contractual relationships with customers outside the Americas and for the reasons set out below, it regards the impact of Brexit on English contract law as minimal.

Ivanti recognizes that a limited number of its customers, for policy reasons, consider that it is necessary to contract under the law of a member of the EU. If requested, Ivanti can accept a move from English law to Irish law to accommodate this in circumstances where a customer’s internal policies mandate this.

JURISDICTION

Ivanti recognizes that that there is, in the short term, some reduced certainty around enforcement of decisions of English courts across the EU. Therefore, whilst Ivanti will retain a disputes clause in its contracts that grants exclusive jurisdiction to English courts, it is open to considering a disputes clause that grants exclusive jurisdiction to Irish courts.

RELEVANT CONSIDERATIONS

Ivanti has made its determinations based on the following:

  • EU legislation which applied to the UK before its withdrawal from the EU has been retained in UK law as domestic legislation.
  • With respect to data protection, the UK regime is set out in the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR), which effectively mirror the EU General Data Protection Regulation (EU GDPR).
  • English contract law itself remains unaffected by Brexit.
  • English governing law clauses continue to be recognised by EU courts because of Rome I/II’s universal application. Therefore, the operation and reach of English contract law will likely be unaffected by Brexit.
  • Ivanti is of the opinion that, in the main, EU member states are likely to continue to respect clauses granting jurisdiction to English courts and to uphold decisions of English courts (recognising that there is some reduced certainty around this given that the UK is no longer subject to the Brussels Recast Regulation).
  • The UK’s accession to the 2007 Lugano Convention is pending.