Memo explaining how to maintain Attorney-Client Privilege.
To: [Names of employees and officers, or department names]
From: [Company name], Legal Department
Re: Maintaining [company's] Attorney-Client Privilege
This memorandum briefly explains what attorney-client privilege is, describes the role of [company name's] (the Company) legal department in the Company, and details what individual employees and officers can do to establish and maintain attorney-client privilege between attorneys in the Company’s legal department and the Company.
Overview of Attorney-Client Privilege
Attorney-client privilege protects the privacy of certain conversations and communications between attorneys and their clients. In general, its purpose is to encourage clients and attorneys to be forthright so that attorneys can provide the most robust, effective legal advice based on all of the facts. However, attorney-client privilege does not protect every conversation or communication you may have with an attorney.
Specifically, attorney-client privilege applies to conversations or communications between an employee and the Company’s legal department if all of the following are true:
• The employer directs management and/or non-management employees
• To communicate with the employer’s attorney
• In order for the employer to obtain legal advice or assistance –and–
• The communication is intended to be and is maintained as confidential
The Legal Department Represents the Company, Not Individual Employees
Attorneys in the Company's legal department represent the Company. They do not represent you as an individual, or any individual employee or officer. If the Company asks you to communicate with the legal department to obtain legal advice or assistance for the Company, the legal department will gather facts and information to provide such legal advice or assistance to the Company. You must keep communications with the legal department confidential. You may not discuss your conversations with the legal department with anyone, other than your own attorney. Only the Company may decide what communications with its counsel, if any, do not need to be confidential. The Company may decide to waive its attorney-client privilege and provide information to third parties, including prosecutors or regulators, but you must not disclose your communications with the Company's counsel.
Maintaining Attorney-Client Privilege
As stated in the preceding paragraph, individuals must keep communications with the legal department confidential to preserve the attorney-client privilege. Please implement the following protocols immediately to preserve the attorney-client privilege:
• Do not forward email communications the legal department sends to you.
• Do not share or make copies of memoranda or other written communications from the legal department.
• When filing physical, hard-copy documents, keep documents that are marked as privileged separate from other files.
• When submitting a written request for legal advice or assistance to the legal department, do not send it to extraneous parties, such as vendors, consultants, or employees who do not need to know the details of the legal advice or assistance requested.
• When meeting with the legal department in person or remotely, limit attendees to only those individuals who need to participate, and inform the legal department who is attending.
If you have any questions about the contents of this memorandum, please contact the legal department [and/or individual(s)] at [e-mail address or telephone number].
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