James Hall: Good morning everyone. Today we are going to be talking about confidentiality and we are going to run through: a review of the basics of current employee's obligations while they are still employed and ex-employees' obligations after termination of employment or when it comes to an end; settlement agreements; and confidentiality in respect of those and then a recent case Duchy Farm Kennels and Steels, which deals with a point that has not been previously been considered in the high court or above.
So, we are all familiar with the general concepts of confidentiality and the obligations that employees have to their employers when it comes to confidentiality in the workplace. Subject to the exceptions of disclosure in the public interest, what is considered to be public knowledge, the implied duty of fidelity will prevent employees from passing confidential information or trade secrets to a competitor during their employment.
This was established by case law back in the late nineteenth century. The scope of the duty also extend to preventing employees from misusing confidential information and trade secrets for their own ends and case law has confirmed that the duty of fidelity extends to employees using their employer's confidential information, not just simply the disclosure of it.
As we all know, it is common practice for contracts of employment to include express confidentiality clauses that supplement the obligations imposed by the duty of fidelity during employment, and specific clauses will often go beyond the scope of the implied term.
These clauses will be enforceable so long as they are not a pure restraintive trade. An express restraint on the disclosure of confidential information will always be subject to the doctrine of restraint trade because it may inhibit an individual from pursuing their livelihood.
As a result, any clause must protect a legitimate interest which will be the employer's trade secrets and confidential information and go no further than is necessary to protect that interest.
Before we can assess whether there is a legitimate interest to protect, the information itself must be considered. The category of information will govern the extent to which its owner can protect it and the remedies available to the owner in the event of its unauthorised disclosure or misuse.
The four categories are: number one - trade secrets and these can be protected both during and after employment, even if there not an express covenant. A good example of a trade secret would be the Coca Cola formula and according to the Coca Cola formula Wikipedia entry, only two employees are privy to the complete formula at any given time and they are not permitted to travel together. If this is true, then it would certainly help Coca Cola's argument that formula is a trade secret.
Number two is confidential information which is sometimes known as mere confidential information. Employees must not use or disclose this while their employment continues. The majority of cases involve employers seeking to elevate information from the category of merely confidential to the more protectable category of a trade secret. An example of this type of information would be Coca Cola's client list or their marketing plan for the coming year, including details of which markets they are looking to expand in and why.
Number three is information that amounts to skill and knowledge of the employee. The type of information belongs to the employee and can be used as the employee wishes. There are also many cases that deal with the battleground of whether information falls within category two or three and to continue the same Coca Cola thread, this would be the skills and knowledge that the marketing manager at Coca Cola has developed during their time working for the company on the plan for the coming year.
And then number four is information that is largely incidental to the employer's business, interests or public information. It is widely accepted that this cannot be protected for obvious reasons and to complete the analogy, Coca Cola's annual report published to the public contains information about their plans for the coming year would fall in this category.
When we think about disclosure or misuse of confidential information, we often jump to the aggressive steps and actions that are available to protect the business. Topics such as suspension, garden leave, restrictive covenants and injunctions are all topics worthy of their own webinars. However, where there is the potential that confidential information has been disclosed or misused by an employee it is important to take a step back, carefully assess the situation and decide on next steps.
I wanted to briefly touch on these points before moving onto confidentiality obligations after employment. It is important to remember that this is essentially a misconduct issue and the first stage in managing that issue is to investigate the problem like any other allegation of misconduct. Whether that investigation is undertaken covertly at the outset will depend on the circumstances and the nature of how the disclosure or misuse has come to light.
Questions such as, is the disclosure a genuine error or if there is something more sinister behind the employee's actions? Exactly what information has been disclosed? Do you know whether it has been misused yet or are you just envisaging the worst case scenario? And are you dealing with someone who is likely to share the information with a competitor or set up in their own right to compete? This will help to think about the question about whether this constitutes misconduct or gross misconduct and although many circumstances will, of course, constitute gross misconduct, if an employee has disclosed confidential information in error, it may constitute grounds for a warning or a similar sanction.
Monitoring of the employees will be key. Issues around confidential information are more likely to be picked up at an early stage if employees are properly supervised and in a similar vein, the way that data and documents are labelled in the organisation will impact on the options available, and just because a document is labelled as confidential, it does not mean that it will be and similarly, if something is obviously confidential to the business but is not labelled as such, then it may be difficult to ultimately persuade a judge that it is as confidential as you say it is. Again, this is a topic that warrants a webinar all of its own.
Moving onto confidentiality and obligations after employment, the general rule is that the implied duty of fidelity survives only to the extent of protecting information that is being a trade secret. In such, information may not be disclosed or used by the ex-employee except for the benefit of the employer.
Employers who wish to protect confidential information that does not amount to a trade secret once employment has ended, will need to rely on an express contractual term otherwise known as a restrictive covenant and that endures beyond the termination of the employment contract and this was established in the case of the Faccenda Chicken Ltd v Fowler.
The contractual confidentiality clauses will often state that the obligation to keep confidential information confidential continues to apply at any time after termination. Whether this is true will depend on the information itself and ultimately whether it constitutes a trade secret. Because if it does not, then the same rules that apply to all restrictive covenants around time limitation to account for the period at which the information if misused will cause real damage to the business, will have to apply.
One other thing to consider is that employers commonly include an expressed term in the contract requiring employees to surrender any confidential information in their possession in whatever format on the termination of employment and this will be of assistance in any delivery up proceedings requiring the ex-employee to provide any confidential information that is still within their possession and again it is another topic that could have a webinar all of its own.
Moving on to settlement agreements, and in particular confidentiality in such agreements which will link to the recent case that I will be talking about later on. The case law has confirmed that where parties to an employment contract have reached a settlement agreement, as to the terms on which the employment will end, there is an implied term in that agreement restricting the employee from disclosing a trade secret and interestingly, on the facts of that particular case, the information disclosed by the employee after the termination of the employment, did not have such a degree of confidentiality. The company would simply claim in a broad right to stop an ex-employee disclosing both the reason for his resignation and information such as financial difficulties that was detrimental to the company.
The company had no such right and the employee was not, therefore, in breach of the agreement. So that is something to bear in mind. An employer who wishes to prevent an ex-employee from disclosing information that does not amount to a trade secret must expressly provide for it either in the contract itself when the employment contract, as we have already touched on, or in a termination scenario under the settlement agreement. It is increasingly common for specific covenants covering disclosure of the information to be included in the terms of a settlement agreement.
It is also worth bearing in mind that it will be necessary to apportion specific consideration to any fresh confidentiality obligations that go beyond the applied duty or those already contained in the employee's contract of employment as they will be liable to tax and if done, this will remove the risk of HMRC seeking to recover tax from other payments that relate to the termination of employment.
In addition, if the obligations relating to confidentiality, and in particular in relation to the agreement itself, are not mutual and only the employee is agreeing to them, it is a good idea to allocate specific consideration to that confidentiality obligation. This is also likely to have tax consequences so where possible, I would recommend that ensuring that all obligations in relation to confidentiality are mutual and a typical carve-out for the employer if those employees or officers who are involved in termination and negotiation settlement.
What happens if an employee does not comply with the confidentiality obligations? Well here we need to go back to contract law principles. The question will be, does the breach of a term affect the whole agreement and the answer is, it depends.
The other party will usually seek to enforce the relevant term and the dispute will revolve around whether the term breach is a warranty, a condition or an intermediate term. The classification will affect the remedy available. Breach of a warranty entitle the wrong party to claim damages only. Breach of a condition entitles the wrong party to terminate the contract and claim damages, or alternatively they can affirm the contract and claim damages.
The intermediate term operates slightly differently. It will be intermediate if the remedy for it to be a breach depends on the effect of the breach at the time it happens. What this means in reality is whether the effect of the breach substantially deprives the innocent party of the whole of the benefit of the contract. If it is a serious or a fundamental breach, then the remedy will be as it is for a breach in the condition. But only if the innocent party can terminate the contract. If this is not the case, then the remedy will be as it is for the breach of a warranty, so damages only again.
It is also worth bearing in mind that breach of a term may also give rise to arguments about whether the whole agreement has been breached due to the term being a condition precedent. The wrong party may argue that no binding agreement came into force, or in other words that the agreement is void. In practice though, it is usual for a term to be expressed as conditional on the performance of a particular obligation by the other party and in this situation only the relevant obligations will come under scrutiny. I do appreciate that all of this is quite difficult to follow in the abstract but it is helpful, useful background or the recent case that we are now going to move onto.
That is the case of Duchy Farm Kennels and Steels. It is a recent high court case in that Queen's Bench division and Mr Justice Kavanagh handed down judging. This is particularly important as he spent his career at 11 KBW Chambers and specialises in employment law. He was only appointed as a high court judge at the end of 2019 and we had instructed him on cases in the past as a QC within the team here at Gowling. He really knows his stuff.
The case itself involves a typical COT3 agreement in many ways and for those who are not familiar with the term 'COT3', this is the standard form used to settle employment tribunal disputes via ACAS. ACAS is a state funded conciliation body in the UK. The COT3 typically contains many of the same clauses that are included in standard settlement agreements, with the main difference being that the employee is not required to obtain independent legal advice on returns and effect of the agreement. This is because the agreement is facilitated by ACAS who will explain to the employee the consequences of the agreement on their employment tribunal claims.
The other difference is that the employees will have already made contact with ACAS if the COT3 form is being used, meaning that matters have already progressed a lot more than they may have done in the circumstances of a typical settlement agreement termination.
Going back to the case, the case considered two key questions really. They were: what happens if the employee breaches a clause of the settlement agreement? And if they have breached a clause, is the former employer freed from its ongoing obligations?
The judgment explains that this important issue has never been the subject of an appellant ruling before, so far as counsel for both parties and Mr Justice Kavanagh were able to discover. I have been unable to locate any other guidance on these specific questions in my preparations today.
What were the background facts? Well, Duchy Farm Kennels - I am going to refer to as 'DFK' is a small business which makes dogs kennels and catteries, which explains my picture in the last slide and also the one on this slide. They supply them to clients throughout the UK. Both parties were represented by lawyers and this is relevant in the context of the fact settlement was facilitated by ACAS.
Mr Steels brought a number of claims in the employment tribunal against his former employer, including a claim for unfair dismissal. A settlement was negotiated with the assistance of an ACAS conciliation officer and an agreement was reached on 25 January 2019. It was recorded on a COT3 form and signed by the parties' representatives.
Hopefully all of this is feeling very familiar to many of you who are listening. The terms of the COT3 itself were a little unusual and DFK agreed to pay Mr Steel's 47 weekly instalments of £330 totalling the sum of £15,500.
Mr Justice Kavanagh acknowledges in the judgment that it is unusual to have such a large number of payments under a COT3 and that it is more common for payments to be made in a lump sum. It is explained that the number of payments were because DFK is a small business and it would relieve the pressure of the payments on its cash flow.
I think it is important to acknowledge that the payments were deliberately staggered in this way and for me to say that we do not often see payments structured in this way in the team at Gowling and as a result, it does mean that Mr Steels was at risk of DFK going bust and many employees may refuse to accept such terms as a result. This is particularly true of course, in the current economic climate.
Under the agreement, Mr Steels accepted the payment in full and final settlement of his employment tribunal claims and agreed that he would not bring any other proceedings of any nature relating to his employment with DKK, save in respect of the standard exceptions for personal injury and pensions.
Now for the bit we are most interested in - the COT3 included a confidentiality clause and a warranty that Mr Steels had not previously disclosed the facts and terms of the agreement to any other person. There was also a mutual non-disparagement clause and DFK agreed to provide potential employers of Mr Steels' with a reference in agreed terms.
What did the confidentiality clause actually say? It said, the parties will treat the fact of and the terms of this agreement as strictly confidential and the parties will not disclose them to any other person or entity save as set out in this clause or as may be required by law or to any regulatory authority or to professional advisors subject to them maintaining the same level of confidentiality.
Before we talk about the high court decision and the ultimate outcome, what happened at the first instance and in the county court?
Well, after paying instalments for a few weeks, DFK stopped paying because it asserted that its obligations to do so had fallen away. They alleged that Mr Steels had breached the confidentiality clause by disclosing the fact of the settlement and the amount of the settlement to a third party, a Mr Paul Mullinor.
At that point, they stopped paying. They had paid a total of £2,960 in instalments and the last one had been paid at the end of March 2019. Mr Steels took DFK to court and at the hearing he denied that he had disclosed the terms of the COT3 agreement to Mr Mullinor, as was alleged. He also argued that even if he had disclosed it, it was not a breach of a condition or a repudiatory breach of the COT3 agreement, such as would entitle DFK to refuse to make any further payments.
So, what was the outcome? Well having heard from a number of witnesses, the Judge found that Mr Steels had indeed breached the confidentiality clause by disclosing its terms and, in particular, the amount of the sum to Mr Mullinor.
The Judge found that Mr Steels mentioned the fact that he had entered into a settlement agreement, the terms of the agreement, including the total sum and the instalments all in a conversation with Mr Mullinor on 3 April 2019. Mr Mullinor had come round to Mr Steels' house to get a quote for fencing. There was then a chain of communication and Mr Mullinor passed the information onto his boss and then the information made its way via three more people who were employees of DFK, to the managing director of DKF, a Mr Payne.
Mr Mullinor was also a former employee of DFK, who had left on bad terms and his boss was also a former employee of DFK. These are some almost unbelievable facts, but the ultimate outcome was that the Judge held that this amounted to a breach of an intermediate term of the COT3 agreement. So, thinking back to my earlier slide, rather than a breach of a condition. So that it did not automatically mean that DFK was freed from its obligations to continue paying the money.
Mr Steels' actions did not, in all the circumstances, amount to a repudiatory breach or a renunciation of the COT3 agreement. She held that the obligation to pay the instalments, therefore continued notwithstanding the breach.
But what about the argument that was put forward by DFK? The Judge held that the disclosure of this information did not run any risks of causing commercial harm to DFK but that there was a risk that over disaffected employees might rely on the information as encouragement to bring un-meritorious claims against DFK in the hope that they would also obtain a settlement.
The Judge accepted that it was not possible to quantify damages for the breach, however if an employee had brought an un-meritorious claim of reliance upon the knowledge of the settlement, then DFK would have been able to bring a claim for damages by reference to the COTs incurred in defending the un-meritorious proceedings again and that claim would be against Mr Steels.
The Judge also held that the confidentiality clause was not a condition of the contract, any breach of which would automatically give the other party a right to bring its contractual obligations to an end. She held that the breach did not go to the root of the contract and so was not repudiatory. It did not entitle DFK to treat itself as being discharged from any further obligations to pay the monetary instalments. Finally, she held that the breach did not mean that Mr Steels had renounced the contract, such that a reasonable observer would think that he no longer regarded himself as being bound by it and he had no intention of causing damage to DFK.
That is quite an interesting result. Perhaps, unsurprisingly, DFK appealed but their appeal was unsuccessful. Firstly, I should say that the Judge's findings of fact in the first instance were not challenged in the appeal, so everything that was previously set out was accepted. The appeal itself revolved around the agreement.
Mr Justice Kavanagh made it clear that it is possible for the parties to state expressly that a term of the agreement is a condition such that any breach of it will absolve the innocent party from any further duty to comply with its obligations under the contract.
That did not happen here and the question for the Judge was whether in light of all of the relevant circumstances, the confidentiality clause should be regarded as being an implied condition. So, firstly, Mr Justice Kavanagh found that confidentiality was not at the core of the agreement. A most obvious and most important obligations of the contract were as follows:
On Mr Steels' side, he would give up his employment tribunal claims and give up the opportunity to recover more money through the tribunal and he agreed not to bring any other claims in relation to his employment or the termination of it and in return he was guaranteed this specific sum of money.
On the side of DFK, the most important obligation was to make payments to Mr Steels. In return, they would avoid the risk, costs and inconvenience of employment tribunal proceedings without having to make any admissions of liability.
Mr Justice Kavanagh went onto say that the fact that there is a confidentiality clause in an agreement like this does not indicate that confidentiality is of paramount importance to the parties and in addition, the fact that lawyers were involved and the document was well put together, does not change anything and further the fact that ACAS was assisting the party at the time when the contract was entered into does not help either. This is because ACAS is there to ensure that the parties are aware that if they settle they cannot proceed with the employment tribunal claims and other issues, such as confidentiality and not within their role.
Importantly it was also understood that Mr Steels had told his wife about the settlement and if you remember back to the clause itself, there was no immediate family exclusion so this was accepted as a technical breach.
It would have been silly to think that the parties intended that Mr Steels would lose his right to the settlement monies if he told his wife about it, and Mr Justice Kavanagh noted that it was hard to see how he could not have told his wife or that she would not have found out and this strongly suggested that a breach of the confidentiality clause would not entitle the innocent party to bring the contract to an end.
Interestingly as well from my point of view, there was no conclusions that could be drawn from the fact that Mr Steels denied that he had breached the confidentiality obligation in the county court proceedings and this was not a sign that he understood that it was an obligation of fundamental importance but a sign that he did not want to lose the rest of his money.
Finally, if there had been any actual financial loss as a result of the breach, then an award for damages would have been an adequate remedy. Mr Justice Kavanagh held that the breach was never likely to, and did not, result in any commercial embarrassment or either commercial problems for DFK. In addition to that, the risk that it would trigger expensive unmeritorious copycat claims was very remote, especially as the sum in issue here was not very large, just £15,500.
So, what does all this mean? Well, and what does it mean for settlement agreement scenarios generally? Well, Mr Justice Kavanagh did give some helpful insight but I think that the first thing to say is that other cases may well have had much higher risks of creating other unmeritorious copycat claims, especially where the settlement sum is higher and where the employer is more high profile.
There may be cases where the allegation in question or the identity of the employee or the employer are so sensitive that the achievement of confidentiality is the very essence of the benefit of the agreement for the employer and that was not the case here.
It was described as a fairly standard employment dispute in which neither of the parties were high profile and I think Justice Kavanagh - and actually I do not mean to cause any offence - but I think we can all agree that seems to be fair and in most cases of the nature I have just talked about, so ones were confidentiality is the essence of the agreement, then it should expressly state that confidentiality obligations or terms are a condition and we were just talking about a generic clause here which is a matter of course in employment settlement agreements and Mr Justice Kavanagh added that parties can often over-estimate the harm that can be done by a relatively minor breach of the confidentiality clause. Nevertheless, this case does flag up the general problem of enforceability of confidentiality obligations and clauses in settlement agreements.
In the more usual scenario as I have already touched on, settlement payment is already paid over in one go and if the breach of confidentiality happens after the payment has already been made, it is often impossible to quantify the loss that results in monetary terms. In such circumstances, the ex-employer may in practice be left without a remedy in damages and if it is the ex-employer who breaches the confidence and the ex-employee may similarly be left without a remedy in damages.
To try to avoid that, the parties should, Mr Justice Kavanagh said, the parties can make specific provision in contract terms for what should happen if there is a breach of confidentiality and you can agree that in the event of a breach, the ex-employee must repay all or a proportion of the money already paid over.
An alternative is that that party can insist that the COT3 specifies the relevant term is a condition and finally, as we all know and you may be thinking about it, if the breach really matters to the innocent party, then they are free to go to court and seek an injunction to prevent any further breaches although this only arises if damages are not already an adequate remedy and also using more generic term of damages, if the damage has already been done by the confidential information being released or disclosed or the cat is out of the bag as it were, then there may not be much point trying to seek that injunction.
Another practical issue to think about there, and finally - what would my top tips and takeaways be from this case? I think first of all we need to take a step back and remember this was a COT3 agreement. We should be considering, even if we are at the stage of employment tribunal proceedings, whether a COT3 agreement is really the right document? And a COT3 revolves around the litigation and as a result, confidentiality is not focussed? If confidentiality is key, then a traditional settlement agreement is likely to be the better option.
Secondly, the parties should stake expressly in the terms of the agreement, what will happen if there is a breach of confidentiality, which was one of the things Mr Justice Kavanagh advised but the employee, for example, the employee repays all or a proportion of the money that has already been paid and there is a question mark over whether this might amount to an unlawful penalty clause and not a genuine pre-estimate loss?
I think at least you could say that the parties were clear of their intentions at the point of signing. Thirdly, I would say make the confidentiality clause a condition, which we have already touched on as well and this would allow the aggrieved party to terminate or breach.
It is important to remember that this will only relieve the aggrieved party of performance of future obligations. If the settlement sum has already been paid, as would usually be the case - this will not help, but if you have an employee who is working a long period of notice or that payment is not due for a long time, then this could be a helpful provision to include.
Fourthly, provide sensible express exceptions to the confidentiality clause which arises from the case that we have just looked at as well. Allowing the employee to tell their partner or close family members, this is a practical approach which shows that if the breach of confidentiality is that group, then it is fine but if it is a wider group then it clearly is a breach and I think hopefully that is pretty standard to include these days in settlement agreements.
Fifthly, you could apportion some of the settlement payment to this specific confidentiality obligation. I touched on that earlier. If there is new confidentiality or fresh confidentiality obligations, you would be looking to do that but it is worth considering whether a £500 contribution to confidentiality alongside a £30,000 compensation payment, for example, is a true reflection of the importance that you are placing on the obligation. This may well be scrutinised by HMRC if you then later say, well the confidentiality was the core of the contract and I want to rely on that breach to bring it to an end or to stop having to make payments in the future.
I would say that a safer option is to make confidentiality obligations reciprocal if that is an option that the employer is willing to consider as I mentioned before this can be limited to the individuals of the employer who have been involved in the settlement discussions and the employee's termination.
Finally you can always allow the aggrieved party to discard the settlement and continue with its litigation if there is a breach of a certain clause, although I do appreciate that this may be an unattractive option for both sides, but could always serve as a deterrent.
That is everything from me, so I hope you found that helpful.
Jane Fielding: Thank you James. So we have just a few minutes left for questions and they have been coming through while you have been talking James.
I will give you a moment to catch your breath and maybe I will pick up the first one which is can an employee be treated as a fiduciary and so subject to more onerous obligations of confidentiality, in particular after the end of the employment?
The premise of the question is right. If somebody is a fiduciary, they owe enhanced obligations to the company and they are subject to more onerous obligations once they leave, which does include not disclosing confidential information, not putting themselves in the position of a conflict of interest, having had that information and the benefit of it, for example.
Employees can, in certain circumstances be fiduciaries but the usual position is directors definitely are, but if you have got somebody who is not a director then that is going to be scrutinised quite carefully and it is going to depend very much on their seniority, their role and responsibilities in the organisation and of course, that is likely to be scrutinised because if you are having to fall back on arguing that they are a fiduciary and maybe that you do not have the contractual provisions that James outlined in their contract of employment and that is why you are having to go down that route, so you are attracting more attention that way.
A question for you, James. You mentioned at the end of your top tips about applying some specific consideration to the obligations on the employee. If you apply something which you do see fairly typically, sort of £500 something like that. Is there any damage that the level of financial consideration you attribute to the confidentiality, can influence a court thinking how confidential you think the information is, I think that is the thrust of the question.
James: Yes I think that is something to think about. That if, again, you are looking to rely on a breach and say that it is the essence of an agreement or really important and you are only attributing £500 to it when you have attributed a lot more to the compensation payment, which is as we all know, is tax-free. That is certainly something that is going to be looked at by the courts and scrutinised I think yes. If you really are looking to enforce confidentiality then think about putting some serious money behind it I think is the safest option.
Jane: There is a question about, if there is a suspected breach of a confidentiality term and a COT 3 and the employer has committed to give them an agreed reference as part of that, if the individual employee breaches the confidentiality, can the employer refuse to provide the reference? I do not know if you have any thoughts on that one?
James: That is a good question. I think, so you have a contractual obligation, as you say to provide a reference then hopefully it is not going to be too onerous to do so? And it is going to be a very basic reference, but if it is a more sort of glowing reference or something like that, then you may want to think about it. I think again, there is going to be questions about whether the contract has actually fallen away or whether your real remedy there is damages again, is not it. Your future obligations are unlikely to have fallen away as was held in this case, so I think you probably do unless you are going to tell me you disagree Jane.
Jane: No, I do not disagree with that but I think it might be another reason why sometimes you might prefer a settlement agreement than a COT 3 because, in a settlement agreement they tend to be longer and more detailed and we do sometimes include something that says, we are giving you this reference but if the information comes to light afterwards that impacts on our willingness to give this reference then we are not going to and I guess you would argue, in this case, a breach of confidentiality depending on how serious it was, would impact on your willingness to give the reference, that is one way of approaching it I guess.
So yes, no easy answer to that one but it goes back to contractual principles I think and protecting yourself if you can in a settlement agreement with some alternative wording to cater for that eventuality.
That brings us to 12:40, so the end of the webinar so we are going to let you all go and enjoy the sunshine if it is still lasting where you are. Thank you very much James for your input and thanks to those of you who were able to ask questions. I mentioned at the beginning, the feedback form. You will be getting that at the end of the webinar and please do take a couple of minutes to fill it in because we will take it into account. Otherwise, thank you very much for listening and enjoy the rest of your day.
James: Thank you.