Exit Procedure Acknowledgment Regarding Proprietary Information

An exit interview presents an opportunity for an employer to remind departing employees of any confidentiality or post-employment restrictive covenants in place, to provide departing employees with copies of any and all agreements they executed during their employment, and to advise departing employees of the companys expectations regarding post-employment conduct.

When possible, employers should provide and review with departing employees any applicable employment agreement, restrictive covenant agreement and/or confidentiality policy. The employer should advise the employee that the company demands compliance with all post-employment restrictions on the departing employees ability to compete and that the company will take action to enforce its contractual and common law rights if necessary. A copy of applicable agreements and policies can be sent by mail if they are not available at the time of the exit interview.

Employers should determine what company information, if any, the departing employee has in his or her possession. If possible, employers should inspect the departing employees office for visibly missing information. Employers should also question departing employees as to whether they have any information relating to what the company considers to be confidential information (including possibly customer or pricing information) in electronic form, on personal computers, stored on cellular phones, in hard copy in home offices, etc. It is important for employers to collect all company-issued computers, telephones, and other property during the exit interview. It is also wise for employers to disconnect a departing employees remote access to the companys computer system and to consider whether to set aside the departing employees computer for possible forensic imaging.

Employers should also develop and have available employee acknowledgement forms for use during the exit interview process. Such forms may include the following acknowledgements: (1) that the exit interview occurred; (2) that the employer provided and/or advised the departing employee regarding contractual agreements containing post-employment restrictive covenants or confidentiality obligations; (3) that the employer advised the departing employee of its intention to enforce all contractual and common law rights against the departing employee, if necessary; (4) that the departing employee received and had access to the employers confidential information during his or her employment, and that the employee will not use or disclose the employers confidential information for his or her own benefit or the benefit of others; (5) that the employer advised the departing employee of the need to return all company information and property; and (6) the employees certification that he or she has returned all company property and has not retained any confidential information. The acknowledgement form should provide an area for the departing employee to sign and note the date.