Business stability, contractual relationships & risk management during COVID-19

Emily: Okay, it is now about a minute past the hour so let us get rolling. I want to thank you all for joining us today and on behalf of BIOTECanada I would like to welcome Cynthia Elderkin, Jahmiah Ferdinand-Hodkin and Lorraine Mastersmith of Gowling WLG. And sorry, Justin Tremblay as well. Today they will be taking the time out of their busy schedules to share their wisdom on business stability for Canadian companies in light of current global circumstances. So thank you so much for being here with us today. I would like to remind our viewers here that if you have questions during the session, please type them into the Q&A feature that you'll find in the menu bar at the bottom of your Zoom window, and we will do our best to get to them at the end of the presentation. So with that I will mute and hide myself and hand it over to Lorraine. So go ahead.

Lorraine: Great. Thanks, Emily. Good afternoon everyone and thank you so much for joining us today. We're thrilled to have been invited by BIOTECanada to speak with you this afternoon on the topics of business stability, contractual relationships and risk management during COVID-19. My name is Lorraine Mastersmith and I'm a partner practicing corporate law at Gowling WLG in Ottawa. I will be moderating the discussion today and joining me are two of our leading experts in business continuity, risk management and corporate commercial law. Cynthia Elderkin and Jahmiah Ferdinand-Hodkin. Before we get into the discussion just a couple of housekeeping points. First, as lawyers, we need to include a disclaimer. The upshot of which that our presentation today will be a high lever overview and should not be considered to be legal advice. As you all know the situation is fluid and is changing on a daily basis. So please contact your legal counsel for any specific advice that you need. We plan to highlight for you today some techniques you can implement in your organizations to help you navigate the current climate. Short term recovery time and mitigate the impacts of COVID-19 on your businesses. As we would like this to be an informal and interactive session we will now take down the slide so that you can better see our speakers. We would encourage you to ask questions during the presentation by using the Q&A feature, as Emily mentioned, at the bottom of your screen. I will do my best to keep an eye on this and to incorporate your questions into the conversation. Now let's get into the discussion.

Jahmiah, the world is collectively questioning everything as we navigate our new normal. From a risk management perspective, what questions can businesses start with to direct themselves towards a stable recovery through this lockdown period, and also looking forward?

Jahmiah: I would start with an obvious one. It sounds like an obvious one but really it's the fundamental starting point which is resetting goals. Both long and short term. Before we can get into identifying and managing risks you need to understand where you want to go. Given the drastic change in the landscape over the past 3 months your goals are likely entirely different from the ones that you had at the start of the year. So taking a moment to process that fact is really the first step. Then you can start assessing your risks based off of those goals.

Lorraine: Is there a set process, Jahmiah, for assessing those risks?

Jahmiah: That would be the full risk analysis. So identifying, analyzing, evaluating and treating your risks. While many companies are fully consumed with the immediate concerns that they're facing through this COVID lockdown, so the financial, the health and safety, supply chain, in order to shorten recovery time invested in your corporate goals, you really need to carve out the time to identify risks beyond those immediate ones and plan for them.

Lorraine: Thanks, Jahmiah. Many, if not most, companies are feeling the financial impacts of the COVID-19 lockdown already and they're projecting that this financial reality is going to persist if not deteriorate. People have let go many employees and most businesses have experienced temporary shutdowns of their operations. Is this really the right time to do a risk analysis and, if so, how would one approach this?

Jahmiah: I fully understand the feeling of relief that the focus has to be on solving the biggest problems and putting out immediate fires but, yes, Lorraine. This can, in relationship, be the time to carve out a plan for the unknown because it will pay dividends as you go forward. I know a lot of you on this call are in the biotech space and in some ways the risks associated with business shutdowns may not be your reality. Instead you might be in a situation where you've transitioned your entire platform away from what you intended to do this year to advance COVID related solutions. But evidently in doing so a whole new spectrum of risks has, and will, present themselves going forward. So regardless of the predominant risk that you, as an organization, are facing I think agility is key during this period, Lorraine. Because we're all experiencing something that no one in our lifetime has experienced. It's not like we can take a page out of a previously written playbook. We really need to take a minute to go back to the basics. Try not to stay entrenched in what we had planned for this quarter, this year. Obviously revisit budgets. But like I said at the outset revisit expectations and revisit your goals. You asked how you would do a risk analysis. One tool to help you through is the Enterprise Risk Management model. ERM is a style of risk management that forces you to look holistically at your company and at your risks and opportunities. It encourages you to re-assess your goals as your company progresses through various stages. So, for example, if we take a step back from the COVID reality for a minute, when you think about goal progression, a startup company may be trying to simply achieve financial stability. Whereas a more mature company may be really focused on pushing boundaries, trying to become as profitable as possible. So in figuring out your risks and opportunities, it's important to start with understanding your present day goals, because they'll affect how you treat those risks in order to achieve your goals.

Lorraine: Well, that makes sense, Jahmiah. But how can you use the ERM principals to help re-think where we are and where we're going?

Jahmiah: First, like I said, you start with your goals. But then second, you revisit your risk analysis and think of all the risks your company is facing, and will be facing, as you try and achieve those goals. So just think about the obvious ones related to COVID. So the legal risks associated with innovation, supply chain problems, health and safety concerns for employees, financing, sourcing personal protective equipment, implementing HR policies. There are many risks associated, specifically with COVID, but think of every possible risk that your organization could face in the coming year, as you try and achieve your goals. To do that effectively it really helps to get input from all types of employees and team members. From your CEO to your receptionist. Everyone will have a thought about how this new reality could create risks. Importantly, while top management's buy ins integral, you need absolutely everyone in the organization to buy in to the risk management plan. Otherwise it won't work.

The third step is that you're at the stage of compiling your risks. I should mention that this is an exercise that I suggest you should be doing and then re-doing on a regular basis going forward. The term regular basis, I think in the pre-COVID world, was really kind of on a quarterly basis when boards would meet. I suggest that now your weekly revisions to your plan are necessary because the reality is really changing that quickly. So how do you compile your risks? Well, there's actually a number of really great techniques to compile risk information. From surveys to brainstorming to hiring outside consultants. The most important thing is to recognize that your plan is only as good as the risks you've identified. So identify as many as you possibly can from the outside and keep that list moving.

The fourth step is organizing your risks into a chart. I personally suggest heat map. I'm sure many of your organizations already use a heat map. If you have a board of directors they often specifically ask to see your heat map so that they're satisfied that you're identifying and addressing risks appropriately. But if you don't, this is a fantastic visual tool, particularly during such a volatile climate. It helps you visualize where you're going and what you need to address. At the end of the presentation we're going to be providing links to articles that might be of interest to you. The one that I did on business continuity actually has a sample of a heat map in it so you can see how it would function and where to input your information. But essentially what a heat map is, is it's a table that runs likelihood of risks advising along the columns, from low to high, and then impact of the risk occurring along the rows from minimal to extreme. The risks that end up on the map, on the low likelihood, low impact can be addressed one way and those that end up at the high impact, high likelihood, would obviously be addressed differently. This chart just visually helps you map out what you need to be looking out for and devise plans to reduce the impact of the risks so you can recover faster. Again, if we step out of the COVID mindset and think just of general risks in normal life, for those of us in the Ottawa region we probably remember the flooding and the tornados that happened over the past couple of years that impacted a lot of people. So if you imagine a business that had, say its manufacturing plant near the water in Dunrobin, it would have been hit by a flood. Could have been hit by a tornado and then another flood. If that business hadn't identified natural disasters as potential risks, and had plans in place for natural disasters, so insurance, alternative supply chain, a secondary manufacturing plant may be available to it, its whole operation could have been decimated. It may not have had the ability to recover if that kind of event had occurred. So not to say that it's not impacted by the flood or the tornado, but its ability to recover and mitigate its losses and return to normal operations, is improved if it had those plans in place. So the theme applies here. If we think of risks it doesn't mean we can prevent them. But we can mobilize plans to help reduce their impact.

So that would bring us to up to the fifth and the last step in the risk prevention which is treatment. There are many different options to reduce risk in your risk planning. There are four main ones. Transfer, avoid, accept and reduce. There's also exploitation of risk which a lot of people don't think about. But it's a really neat one because in some ways it allows you to think about how you can capitalize on risk and turn it into something that's really positive for you. In the biotech space you're in an industry where your companies are likely finding more and more opportunities that other industries. But those opportunities need to be considered in line of all the risks that might be out there.

So, Lorraine, that was a really long winded answer to I think what should have been a fairly straightforward question. But I'll summarize the points in five steps. So, first is you identify the new goals for the company and be agile and open when you're doing that. And then identify all of your risks. Analyze your risks, updating them weekly. Evaluate your risks considering likelihood and impact. And then come up with treatment plans for all of the risks, taking into consideration those that you may need to address more aggressively to avoid significant loss and negative impact.

Lorraine: Thanks, Jahmiah. That was great.

Jahmiah: Thanks.

Lorraine: Cynthia, from a contractual standpoint, are there particular provisions in commercial contracts that companies should be reviewing now and to what end?

Cynthia: Yes, thank you, Lorraine. So your commercial contracts may very well contain provisions to help you manage performance issues during this time of pandemic. The one clause that is getting the most attention these days is the force majeure clause or the act of God clause, as most people know it. Today we will give you a brief snapshot of that force majeure concept, but I warn you that it is very factually driven, and its availability will differ under various different jurisdictions. Therefore what might be available to you to claim under one contract might not be available to be claimed by you under a second contract. The first most important thing to know is that the concept of force majeure comes from the French Civil Code and is not a principal that has developed through common law. Therefore, if your contract does not have a force majeure clause in it then you cannot claim or rely upon force majeure. Unless you're in Quebec but we'll only going to discuss Canadian common law jurisdictions in the short time we have today.

There is no standard template or force majeure clause and these clauses can vary quite significantly from one contract to another. However, there are some common elements that we tend to see in force majeure clauses. First of all, the clause will work to relieve the affected party from damages or penalties that arise from any delay or non-performance of your obligations under the contract. Secondly, it typically lists out a number of items that will be considered force majeure. For example, acts of God, severe weather disturbances, disasters, war, terrorism, civil unrest and sometimes governmental restrictions and regulations. If you are now hoping to look at your contracts and invoke a contractual force majeure clause due to the COVID pandemic, what you should be looking for in your force majeure clause is, are references to pandemics, epidemics, global housing urgencies, infectious or communicable diseases, global outbreaks, government regulations, actions, emergency measures, bans, prohibitions or shutdowns. A force majeure clause will also require that the event is an event beyond the affected party's control. In that you could, as the affected party, have taken no steps to prevent its occurrence. This is why often labour disturbances or supply issues are not included in force majeure clauses. We all expect that responsible organizations will exercise due care and control over its approach to labour and supply management. A force majeure clause might also require the affected party to give prompt notice of the occurrence of the force majeure event and to provide a mitigation plan on how you intend to address, manage and reduce the impact of the force majeure event and within what time line. Finally, in some instances a force majeure clause may give one, or both of the parties, the right to terminate the contract if the force majeure event continues for a set period of time. It's usually greater than 45, 60 or 90 days.

Lorraine: Thanks, Cindy. That's very helpful. Does that mean if your contract has a force majeure clause, then you are able to take advantage of it and obtain relief under contract, if you can't perform your obligations?

Cynthia: Yeah. Unfortunately it's not that easy, Lorraine. So even if your contract has a force majeure clause it may not solve your issues for a number of reasons. First, the Canadian courts when they have looked at force majeure clauses, they have imposed a very high standard that has to be met by the party trying to claim the force majeure. These clauses are not meant to be easy to claim because, after all, the effect of the force majeure clause is to relieve the affected party of the penalties or liabilities under the contract from non-performance which leaves the other party with no performance and nothing to incentivize a non-performing party to cure the issue. So we've already noted that the event has to be beyond the affected party's control. But also it has to be unforeseen by the affected party. As we have been living with the COVID-19 since about mid-March, and we've all come to understand and cope with the various governmental mitigation and containment efforts, the window to argue unforeseeability is closing.

The affected party will also have to show that it was unable to have mitigated or lessened the impact of the force majeure on its performance. The law will always require you to mitigate the impact of any event wherever possible. The force majeure event must also make the performance of the obligation by the affected party truly impossible. Or almost near impossible. It cannot be merely more expensive or more difficult to perform the obligation. Finally, the force majeure event must be the direct cause of the affected party's delay or inability to perform it's obligation. So, for example, you decide to close down operations at your manufacturing plant and you can no longer supply products to your customers, as you were required to do so under your contract. The reason you decided to shutdown was due to the government order, as you are deemed to be a non-essential business, and you cannot operate your manufacturing business online or curbside. In that scenario, your failure to perform would be directly caused by the government order due to COVID. However, if you're business is deemed essential and you are allowed to continue operating, what if you decide to shutdown for other reasons? Maybe it is too expensive to continue because of the increased costs of production, the staff wage increases you have to offer or, the extra cost for supplies and equipment that you have to get to protect your workers, and to comply with mandated health and safety regulations. You may make the difficult decision to shutdown, but in that case it is not a force majeure, because the government order did not directly cause your failure or you inability to perform. Financial hardship, or difficulty, unfortunately will not meet the high standard of force majeure.

So all of these factors make it imperative that you carefully review your contract before you take any action or develop any strategy. Make sure you have a force majeure clause in your contract that covers the exact event that is preventing you from performing your contractual obligations. Then consider your desired result or remedy and what you want to achieve. Are you looking for a temporary suspension of your obligations and relief from the penalties from non-performance? Or are you looking to terminate your contract? Not all contracts allow you to terminate the contract for a prolonged force majeure event.

Lorraine: Those are all great points, Cindy. But what if your contracts don't either have a force majeure provision of if they do that provision doesn't contemplate a pandemic? People may not have had the foresight to see quarantine restrictions coming into place. So, can you provide some insight as to what remedies might exist if one of the parties to a contract is not able to perform under the contract, without one of these clauses?

Cynthia: Sure. So if you do not have a force majeure clause in your contract, or it's just not suitable for you because it's too narrowly drafted, or it's only for the benefit of your other party, then you have to look elsewhere. Your contract may have other clauses that might help you. Sometimes we see excusable delay clauses, or other delay clauses, relief events, notice clauses, and/or suspension, cancellation or termination clauses. Your contract may even have clauses that require the other party to cooperate with you, or to assist you, or to provide you with something. For example, access to their premises in order for you to perform your task. So therefore, you may end up not being the affected party, but the other party is, as your obligation to perform is only triggered once they do what they need to do for you. Again, you really need to carefully examine the entirety of your contract. Look at every provision and see what rights and remedies might assist you to reach your desired result. That said, if you don't find anything after that review that will help you, then you could always try to claim frustration of contract. Unlike force majeure, frustration is a common law concept that the courts will read into your contract as an implied term. So it doesn't really matter if frustration is not specifically mentioned in your contract. Basically, the doctrine of frustration applies where there's an unforeseen situation that has arisen, that the parties have not addressed in their contract, and that situation renders the performance of the contract by the affected party a thing that is radically different from that which was undertaken by the contract. Like force majeure, frustration has a very high standard and is not easily available. You have to prove a lot of the same things that you would have to prove in a force majeure claim including, there's an occurrence of an unforeseen event that directly causes your inability to perform and that renders your performance impossible or radically different from what you signed up for, and that it is not just mere economic hardship or increased difficulty. However, if you are successful in claiming frustration of contract then your contract comes to an end and it is actually terminated. It is not merely suspended as in a force majeure situation. So therefore, you have to think very strategically about what approach is best for you.

Lorraine: So what would be best for a contract perspective? To terminate or temporarily suspend or amend your contractual obligations?

Cynthia: That's a good question, Lorraine, and will always depend on a number of factors including the importance of the particular contract in question to the organization. How easy it would be to replace that contract or the goods or services supplied under it? The length of the relationship of the other party and then reputational risks for the organization. While the very nature of the force majeure usually means that organizations, universally, are all affected there may be some supply chains that are still functional. In those cases you might seek termination of an existing contract if the other party's performance, or supply to you, is affected but you can secure performance and supply from another party. For example, a larger global organization may be better able to weather the COVID storm than a smaller local organization. In our experience, however, termination of the contract is not usually what people are looking for. They want to preserve and maintain good contractual relationships and to continue the performance of their contract once the force majeure event is over. What we are seeing is that parties are proactively engaging in open discussions and negotiating side agreements, or amending agreements, to address the short term challenges with a mutual good faith cooperation clause to continue to monitor the situation and extend, or amend, the temporary suspension or relief as necessary. As Jahmiah indicated earlier, flexibility is important as the situation can change daily.

Lorraine: Thanks, Cindy. That's all very helpful. Jahmiah, what about from a people perspective? We all know first hand that people are stressed, tired, anxious, scared and preoccupied with this pandemic. What recommendations can you give our audience to help them navigate these issues?

Jahmiah: Well, Lorraine, from a crisis management perspective timely communication is the key. This goes both for internal and external stakeholders. So if we start with information provided to internal stakeholders, that would be your employees and your internal team, you have to provide accurate, complete and timely information. You should create a feeling of openness and transparency. This should include every member of your organization. So while the information that your management team gets may be more broad, but the information that your hourly employees receive, everyone should get as much information as possible, as much as you're willing to share.

Lorraine: What would you suggest is the best way to communicate that information? Especially in these times.

Jahmiah: That's a great point because both the platform, and the person who communicate the information, can make or break the message. If you're sharing significant information, since full company in person meetings likely cannot happen right now, try and do a Zoom, or another virtual platform, where somebody is conveying a message orally to the group so they can be seen delivering the message. Who should convey the message? Well, it should really be the most senior person who's best suited to provide the information. So, for example, financial information should be shared by the CFO. A strategic business information should be shared by the CEO or the COO. If the information isn't as sensitive, or likely to engender as ... , like a brief update or a follow up, then an email would suffice. Regarding the method you really have to make sure that it's timely though. Because if rumours are given the chance to percolate, then misinformation can be shared, and it can take a life of its own. So both in and outside of your company. In a world that's really hanging on every Tweet and post, and is living almost entirely through virtual connections, the importance of getting information out to your employees before people start talking and creating their own narrative is exceptionally important. One of the greatest risk factors any organization can face is to their reputation. So, as you make decisions about what to share and what not to share, your reputation is the first aspect of your business that will be at risk at being tarnished. Given that your information is based upon decisions it's also important that your decisions take into consideration the information you're hearing from your employees. So that doesn't mean that you need to take the decision that they're asking you to make but it does mean that you should acknowledge that you've heard them when you're making your decision. That you've had to make a different decision and give them the reason why you had to make that decision. Acknowledging that you've heard a concern, and thought about it, it does go a really long way.

Lorraine: What would that message mean for outside of the company?

Jahmiah: For external stakeholders, so customers, shareholders, competitors this seems where themes apply. So timely communication that has you controlling the narrative. Social media can be your best and worst enemy. So before a disgruntled employees or annoyed customers take to Instagram complaining about work conditions or prices or timeliness of deliveries, get ahead of their comments and control the conversation. If you know that work conditions are an issue address them and tell people about them. I don't know if you remember, back at the beginning of this pandemic when grocery stores and pharmacies were having their employees come in to work, those employees were scared. They were frustrated. And at the outset of the pandemic companies that started indicating that they would provide temporary wage increases, or putting out plexiglass for their employees to stay behind, they came out as local heroes despite the fact that people were still scared to come into work. Or if you know that your main supplier has gone out of business, let people know, let people know that you're working on a solution. Delays may be present in terms of inventory or deliveries but you'll keep people updated. Getting ahead of the story with thorough and honest communication is really, really key right now.

Lorraine: Thanks, Jahmiah. Really great points. Cindy, from a supply chain perspective, what should companies be thinking about and what strategies can they put in place to mitigate risks in their supply chains?

Cynthia: So thanks, Lorraine. So I always head back to basics in terms of the contracts because they are all about creating certainty for contracting parties and to clearly set out the rights, obligations and expectations of each of the parties. Unfortunately the pandemic has created uncertainty across the globe and we all know that uncertainty creates risk. Although the initial panic that we saw in mid to late March is easing up things continue to change on a daily basis, on a local, Provincial, Federal and international level, and while the current focus is on getting everyone back to work, we all need to be prudent and to be ready for future COVID waves, should they come. So, you may not be able to amend the force majeure clause in your existing contracts, but what you can do is proactively update the force majeure clauses in your current template contracts and in your standard terms and conditions, to expand a list of enumerated events and possibly to add specific COVID clauses to ensure that you can claim relief should COVID disrupt your performance. Also you should develop a COVID-19 pandemic plan for your organization, detailing the challenges and the risks that you face, and how you will continue to operate despite them. Remotely or otherwise and whether you're essential or non-essential. This is sort of more outward facing than sort of the heat map that Jahmiah mentioned, and it's not only a good idea for all the reasons Jahmiah mentioned for the internal planning, but we're also starting to see in current contract negotiations, where the parties are asking that each one deliver to the other one their COVID plans. They want to know before they start and sign their contracts how the other party's going to manage the current crisis, how they're going to continue the performance of supplies or services, how their health and safety measures are being implemented and how they're going to keep their people safe. Not only their employees but also external parties coming onsite to do work on their premises. All that to say, you should proactively review every aspect of your business, operations and supply chain, from start to finish, identify the parts that have been, or might be, disrupted and consider whether you have alternative sources lined up. You should also consider every jurisdiction that might be relevant to your business. Where are your products manufactured? Where are your distributors? Where are your customers? Because every different jurisdiction has different laws and they'll all have different COVID containment measures. As I already indicated, you should review and understand the rights and remedies that you have under all your major commercial contracts, and then consider what outcome is best for you or more practicable for you to achieve. Being proactive and establishing a strategy to best position your organization during this difficult time, and then go ahead and implement it through a temporary negotiation solutions with your contracting parties, or maybe termination of your contracts.

Lorraine: Thanks so much, Cindy and Jahmiah. You've both raised excellent points for our audience to consider navigating through these troubling times and mitigating their risks. I'm going to pause now just to see if we have any questions from our audience and I also want to note that we have included on the slide links to articles that you can find on our website on these topics. I'm just checking out the Q&A here. Okay. So. I see we have a couple of questions. Jahmiah, particularly for you, what advisors do you think organizations should be reaching out to for assistance in navigating through these troubling times?

Jahmiah: So, Lorraine, there are a number of advisors that people can reach out to. Two that I've subtly mentioned during the presentation, those would be the risk management consultant and lawyers. For the risk management consultant, they can help you identify risks, analyze, evaluate and treat the risks. If you don't have a business continuity plan already in place, or an instant management plan, a risk plan, a crisis plan, those risk managers would be able to assist you with that. Lawyers can help you navigate the new and rapidly changing legislation. They can assist you with a whole spectrum of issues from managing health and safety, employee issues, regulatory concerns, essential service criteria, especially as they change, disputing fines, insurance questions, contractual issues and then the various potential litigations and dispute resolution processes that need to come out of all of these matters. There's also a number of other advisors that are key during these times. So insurance brokers, they can help you understand your current insurance policies and advise you as to whether or not you have coverage. If you do have coverage how that could assist you. Your financial advisors, they can discuss some of the financial incentives that you might be able to get after. Loans, government programs, deferrals, all of the things that might be available to help you financially. You know, one area that shouldn't be discounted, particularly for, really for all organizations, is the mental health of your employees. If you've got some mental health professionals who you might be able to call into help your staff and support them through this time, that I think would be a really valuable resource.

Lorraine: Thanks, Jahmiah. Those were awesome advice for people about who to turn to. Another question is focused on reputational risk. Should companies care about this when they're taking actions to shorten their recovery time or taking steps to mitigate financial risks, for example? Maybe, Jahmiah, do you want to pipe in first on that one?

Jahmiah: Sure. So I mentioned in answer to one of your previous questions that reputational risk is really one of the greatest risks that a company can face. That's not to say that a piece of horrible publicity can't be recovered from. The reputation really needs to factor into any recovery plan. When we talk about crisis management I often talk about a case that happened back in 2008. You may remember the 2008 Maple Leaf listeria tainted meat incident. At that time people died. People became severely ill, and for a company that was built on people trusting that the product would be safe to ingest, having people and become ill was devastating to the company. But as a result of a great leadership, internal leadership and what I imagine must have been a fantastic crisis plan, the opposite really occurred. The CEO, Mr. McCain, he communicated the message to the public very quickly. He admitted fault. He apologized and the apology that he delivered was exceptionally genuine. At every opportunity he apologized again and again. The company acted immediately. They were transparent. They were decisive. They really turned that tragedy around and they vowed to become the gold standard for food safety. That's kind of where they've gone from there. So that's a really good example of how you can take a crisis and build your reputation from it even if it's been impacted. On the other hand, if you take steps that fail to consider the reputation impact and the decisions that you're making, then the short term gain can likely be far away by the catastrophic or potentially catastrophic negative impacts. What comes to mind for me is the Toronto grocery store that increased their prices on really sought after items at the outset of this pandemic. Doug Ford specifically identified the store by name in the media bringing exceptional negative publicity their way. So that kind of event can really impact the reputational status of an organization.

Cynthia: Thanks, Jahmiah. I'll just add to that from a purely contractual point of view that, certainly in contracts, it's important to all parties and helps manage risk. But some organizations also pride themselves on their forms of contracts and what they indicate about the quality of the organization's people. The contract negotiation process, and how an organization approaches that and treats its contracts and the relationships with all of its parties, they implement about how we feel about the organization as a whole, and it impacts the reputation and it also determines whether or not we want to do business with them. So taking a proactive step, engage in open and empathetic discussions with your other parties to address performance and other contract difficulties, with the goal to come up with a mitigation and alternative strategies to navigate the pandemic. That is going to help preserve your contractual relationships and the positive image and reputation of the organization that will position it well for the post-COVID world.

Lorraine: Thanks so much. I see that we're getting close to being out of time so I'm going to pause here and thank both Cindy and Jahmiah for their excellent insights and to thank all of you for tuning into this webinar. We hope you find it informative. Actually, I just want to highlight that you should be sure to check out all the resources that we have on our Gowling WLG COVID-19 hub to ensure that you're prepared for how Coronavirus will impact your business. Emily, I'm going to pass it over to you now and thank you very much for the opportunity to speak with your BIOTECanada members.

Emily: Of course. Well, thank you all so much for taking the time to be with us today, again. That was a super enlightening session. I really enjoyed your dynamic with your conversation style. So thank you again. It's really special for us and if anyone who's viewing this has questions after the fact please direct them my way, or if you still have the contact info of the speakers, please go ahead and write to them directly and this session will be posted on our website and I think on Gowling's website as well after the fact. Thank you again so much and with that I will end the meeting.

Lorraine: Our pleasure.

Jahmiah: Thank you.

Cynthia: Thanks everyone.