Upjohn warnings are named after Upjohn v. United States, 449 U.S. 383 (1981), the case in which the Supreme Court made clear that the corporate attorney-client privilege applied to a much wider group of Constituents than the corporation’s “control group.” For more tips on preserving the privilege click here: http://winwinhr.com/workplace-investigations-tips-templates-for-preserving-the-privilege/

1.
________________________________________________________________________________________________
Template
of
Upjohn1
warning
to
be
given
before
all
witness
interviews.
(If
an
attorney
is
conducting
the
witness
interview
use
this
warning)
I
am
legal
counsel
for
__________
(insert
company
name)
and
am
conducting
this
interview
to
gather
facts
in
order
to
provide
legal
advice
for
____________________
(insert
name
of
company).
This
interview
is
part
of
an
investigation
to
determine
the
facts
and
circumstances
of
_____
(insert
brief
description
of
allegation(s))
in
order
to
advise
the
company
how
best
to
proceed.
Your
communications
with
me
are
protected
by
the
attorney-­‐client
privilege.
The
attorney-­‐client
privilege
belongs
solely
to
the
Company
and
not
you.
That
means
that
only
the
Company
may
elect
to
waive
the
attorney-­‐client
privilege
and
reveal
our
discussion
to
third
parties.
In
order
for
this
discussion
to
be
subject
to
the
privilege,
it
must
be
kept
in
confidence.
In
other
words,
with
the
exception
of
your
own
attorney,
you
may
not
disclose
the
substance
of
this
interview
to
any
third
party,
including
other
employees
or
anyone
outside
of
the
company.
You
may
discuss
the
facts
of
what
happened
but
you
may
not
discuss
this
discussion.
Do
you
have
any
questions?
Are
you
willing
to
proceed?
(If
a
non-­attorney
is
assisting
the
company’s
legal
counsel
in
the
investigation
and
is
conducting
the
witness
interview
use
this
warning)
I
am
working
at
the
direction
of
the
Company’s
legal
counsel
and
am
conducting
this
interview
to
gather
facts
to
give
to
the
Company’s
lawyer.
The
Company’s
lawyer
will
rely
on
these
facts
in
order
to
provide
legal
advice
for
1
Upjohn
warnings
are
named
after
Upjohn
v.
United
States,
449
U.S.
383
(1981),
the
case
in
which
the
Supreme
Court
made
clear
that
the
corporate
attorney-­‐client
privilege
applied
to
a
much
wider
group
of
Constituents
than
the
corporation’s
“control
group.”

2. ____________________
(insert
name
of
company).
This
interview
is
part
of
an
investigation
to
determine
the
facts
and
circumstances
of
_____(insert
brief
description
of
allegation(s))
in
order
to
advise
the
company
how
best
to
proceed.
Your
communications
with
me
are
protected
by
the
attorney-­‐client
privilege.
The
attorney-­‐client
privilege
belongs
solely
to
the
Company
and
not
you.
That
means
that
only
the
Company
may
elect
to
waive
the
attorney-­‐client
privilege
and
reveal
our
discussion
to
third
parties.
In
order
for
this
discussion
to
be
subject
to
the
privilege,
it
must
be
kept
in
confidence.
In
other
words,
with
the
exception
of
your
own
attorney,
you
may
not
disclose
the
substance
of
this
interview
to
any
third
party,
including
other
employees
or
anyone
outside
of
the
company.
You
may
discuss
the
facts
of
what
happened
but
you
may
not
discuss
this
discussion.
Do
you
have
any
questions?
Are
you
willing
to
proceed?