A Practice Note examining key issues for in-house and outside counsel to consider when providing Upjohn warnings to an employee, former employee, or a third party that is the functional equivalent of an employee. Specifically, this Note discusses the attorney-client privilege in witness interviews, the contents of an Upjohn warning, delivering an Upjohn warning, and how to answer an interviewee's questions following the Upjohn warning. An example of an Upjohn warning is also included.