DOCUMENT RETENTION POLICY

Reasons for Policy  

    The corporate information of [COMPANY NAME] [and its subsidiaries] is important to how it
conducts business and manages employees.
 
    Federal [and state] law requires [COMPANY NAME] to retain certain records, usually for a specific
amount of time. The accidental or intentional destruction of these records during their specified retention
periods could result in the following consequences for [COMPANY NAME] and/or its employees:
 
1• Fines and penalties.
1• Loss of rights.
1• Obstruction of justice charges.
1• Inference of spoliation of evidence and spoliation tort claims.
1• Contempt of court charges.
1• Serious disadvantages in litigation.

    [COMPANY NAME] must retain certain records because they contain information that:
 
1• Serves as [COMPANY NAME]’s corporate memory.
1• Has enduring business value (for example, it provides a record of a business transaction, evidences
[COMPANY NAME]’s rights or obligations, protects [COMPANY NAME]’s legal interests or
ensures operational continuity).
1• Must be kept to satisfy legal, accounting or other regulatory requirements.

    [COMPANY NAME] prohibits the inappropriate destruction of any records, files, documents, samples
and other forms of information. This policy is in accordance with the Sarbanes-Oxley Act of 2002, under
which it is a crime to change, conceal, falsify or destroy any record with the intent to impede or obstruct
any official or government proceeding. Therefore, this policy is part of a company-wide system for the
review, retention and destruction of records [COMPANY NAME] creates or receives in connection with
the business it conducts.
 
Types of Documents  
    This policy explains the differences among records, disposable information and confidential
information belonging to others.
 

    Records. A record is any type of information created, received or transmitted in the transaction of
[COMPANY NAME]’s business, regardless of physical format. Examples of where the various types of
information are located are:
 
1• Appointment books and calendars.
1• Audio and video recordings.
1• Computer programs.
1• Contracts.
1• Electronic files.

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 1• E-mails.
1• Handwritten notes.
1• Invoices.
1• Letters and other correspondence.
1• Magnetic tape.
1• Memory in cell phones and PDAs.
1• Online postings, such as on Facebook, Twitter, Instagram, Snapchat, Vine and other sites.
1• Performance reviews.
1• Test samples.
1• Voicemails.

    Therefore, any paper records and electronic files, including any records of donations made online, that
are part of any of the categories listed in the Records Retention Schedule contained in the Appendix to
this policy, must be retained for the amount of time indicated in the Records Retention Schedule. A
record must not be retained beyond the period indicated in the Record Retention Schedule, unless a valid
business reason (or a litigation hold or other special situation) calls for its continued retention. If you are
unsure whether to retain a certain record, contact the Records Management Officer or the Legal
Department.
 

    Disposable Information. Disposable information consists of data that may be discarded or deleted at
the discretion of the user once it has served its temporary useful purpose and/or data that may be safely
destroyed because it is not a record as defined by this policy. Examples may include:
 
1• Duplicates of originals that have not been annotated.
1• Preliminary drafts of letters, memoranda, reports, worksheets and informal notes that do not
represent significant steps or decisions in the preparation of an official record.
1• Books, periodicals, manuals, training binders and other printed materials obtained from sources
outside of [COMPANY NAME] and retained primarily for reference purposes.
1• Spam and junk mail.

    Confidential Information Belonging to Others. Any confidential information that an employee may
have obtained from a source outside of [COMPANY NAME], such as a previous employer, must not, so
long as such information remains confidential, be disclosed to or used by [COMPANY NAME].
Unsolicited confidential information submitted to [COMPANY NAME] should be refused, returned to
the sender where possible and deleted, if received via the internet.
 
Mandatory Compliance  

    Responsibility of All Employees. [COMPANY NAME] strives to comply with the laws, rules and
regulations by which it is governed and with recognized compliance practices. All company employees
must comply with this policy, the Records Retention Schedule and any litigation hold communications.
Failure to do so may subject [COMPANY NAME], its employees and contract staff to serious civil and/or
criminal liability. An employee’s failure to comply with this policy may result in disciplinary sanctions,
including suspension or termination.
 

    Reporting Policy Violations. [COMPANY NAME] is committed to enforcing this policy as it applies
to all forms of records. The effectiveness of [COMPANY NAME]’s efforts, however, depends largely on
employees. If you feel that you or someone else may have violated this policy, you should report the

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incident immediately to your supervisor. If you are not comfortable bringing the matter up with your
immediate supervisor, or do not believe the supervisor has dealt with the matter properly, you should
raise the matter with the [Records Management Officer/manager at the next level above your direct
supervisor]. If employees do not report inappropriate conduct, [COMPANY NAME] may not become
aware of a possible violation of this policy and may not be able to take appropriate corrective action. No
one will be subject to and [COMPANY NAME] prohibits, any form of discipline, reprisal, intimidation or
retaliation for reporting incidents of inappropriate conduct of any kind, pursuing any record destruction
claim or cooperating in related investigations.
 
Records Management Department and Records Management Officer  
    The Records Management Department is responsible for identifying the documents that [COMPANY
NAME] must or should retain, and determining, in collaboration with the Legal Department, the proper
period of retention. It also arranges for the proper storage and retrieval of records, coordinating with
outside vendors where appropriate. Additionally, the Records Management Department handles the
destruction of records whose retention period has expired.
 
    [COMPANY NAME] has designated [EMPLOYEE NAME] as the Records Management Officer. The
Records Management Officer is head of the Records Management Department and is responsible for:
 
1• Administering the document management program and helping department heads implement it and
related best practices.
1• Planning, developing and prescribing document disposal policies, systems, standards and
procedures.
1• Writing straightforward document management procedures to instruct employees on how to comply
with this policy.
1• Monitoring departmental compliance so that employees know how to follow the document
management procedures and the Legal Department has confidence that [COMPANY NAME]’s
records are controlled.
1• Ensuring that senior management is aware of their departments’ document management
responsibilities.
1• Developing and implementing measures to ensure that the Legal Department knows what
information [COMPANY NAME] has and where it is stored, that only authorized users have access
to the information, and that [COMPANY NAME] keeps only the information it needs, thereby
efficiently using space.
1• Establishing standards for filing and storage equipment and recordkeeping supplies.
1• In cooperation with department heads, identifying essential records and establishing a disaster plan
for each office and department to ensure maximum availability of [COMPANY NAME]’s records in
order to reestablish operations quickly and with minimal interruption and expense.
1• Developing procedures to ensure the permanent preservation of [COMPANY NAME]’s historically
valuable records.
1• Providing document management advice and assistance to all departments by preparing manuals of
procedure and policy and by on-site consultation.
1• Determining the practicability of and, if appropriate, establishing a uniform filing system and a
forms design and control system.
1• Periodically reviewing the records retention schedules and administrative rules issued by the
governments of [NAMES OF RELEVANT STATES AND COUNTRIES] to determine if
[COMPANY NAME]’s document management program and its Records Retention Schedule is in
compliance with state [and foreign] regulations.
1• Distributing to the various department heads information concerning state laws and administrative
rules relating to corporate records.
1• Explaining to employees their duties relating to the document management program.

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 0• Ensuring that the maintenance, preservation, microfilming, computer disk storage, destruction or
other disposition of [COMPANY NAME]’s records is carried out in accordance with this policy, the
procedures of the document management program and the requirements of federal and state law.
1• Planning the timetable for the annual records destruction exercise and the annual records audit,
including setting deadlines for responses from departmental staff.
1• Maintaining records on the volume of records destroyed under the Records Retention Schedule and
the records stored electronically.
1• Evaluating the overall effectiveness of the document management program.
1• Reporting annually to the Legal Department [and] [OTHER DEPARTMENT NAME] on the
implementation of the document management program in each of [COMPANY NAME]’s
departments.
1• Bringing to the attention of the Legal Department any noncompliance by department heads or other
employees with this policy and [COMPANY NAME]’s document management program.

How to Store and Destroy Records  

    Storage. [COMPANY NAME]’s records must be stored in a safe, secure and accessible manner. Any
document and financial files that are essential to [COMPANY NAME]’s business operations during an
emergency must be duplicated and/or backed up at least once per week and maintained off site.
 

    Destruction. [COMPANY NAME]’s [Records Management Officer/OTHER OFFICER/MANAGER]

is responsible for the continuing process of identifying the records that have met their required retention
period and supervising their destruction. The destruction of confidential, financial and personnel-related
records must be conducted by shredding if possible. Non-confidential records may be destroyed by
recycling. The destruction of electronic records must be coordinated with the IT Department [TITLE].
 
    The destruction of records must stop immediately upon notification from [the Legal Department] that a
litigation hold is to begin because [COMPANY NAME] may be involved in a lawsuit or an official
investigation (see next paragraph). Destruction may begin again once the Legal Department lifts the
relevant litigation hold.
 
Litigation Holds and Other Special Situations  
     [COMPANY NAME] requires all employees to fully comply with its published records retention
schedule and procedures as provided in this policy. All employees should note the following general
exception to any stated destruction schedule: If you believe, or [the Legal Department] informs you, that
[COMPANY NAME] records are relevant to current litigation, potential litigation (that is, a dispute that
could result in litigation), government investigation, audit or other event, you must preserve and not
delete, dispose, destroy or change those records, including e-mails, until [the Legal Department]
determines those records are no longer needed. This exception is referred to as a litigation hold or legal
hold, replaces any previously or subsequently established destruction schedule for those records. If you
believe this exception may apply, or have any questions regarding whether it may possibly apply, please
contact [the Legal Department].
 
    In addition, you may be asked to suspend any routine document disposal procedures in connection with
certain other types of events, such as the merger of [COMPANY NAME] with another organization or the
replacement of [COMPANY NAME]’s information technology systems.
 
Audits and Employee Questions  

    Internal Review and Policy Audits. The chief financial officer and chief legal officer of [COMPANY

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NAME] [and the Records Management Officer] will periodically review this policy and its procedures
with legal counsel [and/or] [COMPANY NAME]’s certified public accountant to ensure [COMPANY
NAME] is in full compliance with relevant new or amended regulations. Additionally, [COMPANY
NAME] will regularly audit employee files and computer hard drives to ensure compliance with this
policy.
 
    Questions About the Policy. Any questions about this policy should be referred to [NAME] [(PHONE
NUMBER; E-MAIL ADDRESS)], who is in charge of administering, enforcing and updating this policy.
 

[Acknowledgment of Receipt and Review  

    [I, _______________________ (employee name), acknowledge that on _____________________
(date), I received a copy of [EMPLOYER NAME]’s [NAME OF POLICY] and that I read it, understood
it and agree to comply with it. I understand that [EMPLOYER NAME] has the maximum discretion
permitted by law to interpret, administer, change, modify or delete this policy at any time [with or without
notice]. No statement or representation by a supervisor or manager or any other employee, whether oral
or written, can supplement or modify this policy. Changes can only be made if approved in writing by the
[POSITION] of [EMPLOYER NAME]. I also understand that any delay or failure by [EMPLOYER
NAME] to enforce any work policy or rule will not constitute a waiver of [EMPLOYER NAME]’s right
to do so in the future. I understand that neither this policy nor any other communication by a management
representative or any other employee, whether oral or written, is intended in any way to create a contract
of employment. I understand that, unless I have a written employment agreement signed by an authorized
[EMPLOYER NAME] representative, I am employed at will and this policy does not modify my at-
will employment status. If I have a written employment agreement signed by an authorized
[EMPLOYER NAME] representative and this policy conflicts with the terms of my employment
agreement, I understand that the terms of my employment agreement will control.
 
    OR
 
    I, ________________________ (employee name), acknowledge that on ______________________
(date), I received and read a copy of the [EMPLOYER NAME]’s [NAME OF POLICY][, dated
[EDITION DATE]] and understand that it is my responsibility to be familiar with and abide by its terms.
[I understand that the information in this Policy is intended to help [EMPLOYER NAME]’s employees to
work together effectively on assigned job responsibilities.] This Policy is not promissory and does not set
terms or conditions of employment or create an employment contract.]

 
 
________________________

Signature

________________________

Printed Name

________________________

Date]

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 APPENDIX

RECORD RETENTION SCHEDULE

Occasionally [COMPANY NAME] establishes retention or destruction schedules or procedures for

specific categories of records. This is done to ensure legal compliance and accomplish other objectives,
such as protecting intellectual property and controlling costs. Employees should give special
consideration to the categories of documents listed in the record retention schedule below. Avoid
retaining a record if there is no business reason for doing so, and consult with the Document Management
Officer or Legal Department if unsure.

RECORD RETENTION PERIOD

Personnel Records

Benefits descriptions per employee [Permanent/4 years]

Collective bargaining agreements 3 years

Donor records and acknowledgement letters 7 years

EEO-1 Reports (Employer Information Report) Filed annually with the EEOC and the Department of
Labor, Office of Federal Contract Compliance
Programs, most recent kept on file

Employee applications and resumes [4 years/1 year]

Employee benefit plans subject to ERISA (includes 6 years from when the record was required to be
plans regarding health and dental insurance, 401K, disclosed
long-term disability and Form 5500)

Employee offer letters (and other documentation 1 year from date of making record or action involved,
regarding hiring, promotion, demotion, transfer, lay- whichever is later, or 1 year from date of involuntary
off, termination or selection for training) termination

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Records relating to background checks on employees 5 years from when the background check is conducted

Employment contracts; employment and termination 3 years from their last effective date
agreements

Employee records with information on pay rate or 3 years

weekly compensation

Hazardous material exposures Duration of employment + 30 years

I-9 Forms [3 years after date of hire or 1 year after employment is

terminated, whichever is later/3 years after date of hire]

Injury and Illness Incident Reports (OSHA Form 301) 5 years following the end of the calendar year that
and related Annual Summaries (OSHA Form 300A); these records cover
Logs of work-related injuries and illnesses (OSHA
Form 300)

Supplemental record for each occupational injury or 5 years following the year to which they relate
illness (OSHA Form 101); Log and Summary of
Occupational Injuries and Illnesses (OSHA Form 200)

Job descriptions, performance goals and reviews; [Termination + 7 years/2 years]

garnishment records

Employee polygraph test records 3 years

Employee tax records 4 years from the date tax is due or paid

Medical exams required by law Duration of employment + 30 years

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Personnel or employment records [made or kept by a 2 years from the date the record was made or personnel
contractor or subcontractor with at least 150 employees action was taken, whichever is later
or at least $150,000 in federal government contracts]

Personnel or employment records [made or kept by a 1 year from the date the record was made or personnel
contractor or subcontractor with less than 150 action was taken, whichever is later
employees or less than $150,000 in federal government
contracts]

Pension plan and retirement records Permanent

Pre-employment tests and test results 1 year from date of personnel action

Salary schedules; ranges for each job description 2 years

Time reports Termination + 3 years

Training agreements, summaries of applicants’ Duration of training + 4 years

qualifications, job criteria, interview records and
identification of minority and female applicants

Workers’ compensation records Duration of employment + 30 years

Written affirmative action program (AAP) and

supporting documents For immediately preceding AAP year, unless it was not
then covered by the AAP year

Payroll Records

Payroll registers (gross and net) [Permanent/3 years from the last date of entry]

Federal procurement contract and related weekly

4 years from completion of contract

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payroll documents

Time cards; piece work tickets; wage rate tables; pay 2 years
rates; work and time schedules; earnings records;
records of additions to or deductions from wages;
records on which wage computations are based

W-2 and W-4 Forms and Statements As long as the document is in effect + 4 years

Corporate Records

Articles of Incorporation, Bylaws, Corporate Seal Permanent

Annual corporate filings and reports to secretary of Permanent

state and attorney general

Board policies, resolutions, meeting minutes and Permanent

committee meeting minutes

Contracts Permanent if current (7 years if expired)

Construction documents
Permanent

E-mails (business related) 3 years

Fixed Asset Records Permanent

IRS Form 1023 (Application for charitable and/or tax- Permanent

exempt status)

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IRS Determination Letter Permanent

Sales and purchase records 3 years

State sales tax exemption documents

Permanent

Records and reports on investigational drugs [for 2 years from when marketing application is approved
sponsors of clinical trials, usually pharmaceutical for the drug. If marketing application is not approved
companies] for the drug, retain until 2 years after shipment and
delivery of the drug for investigational use is
discontinued and FDA has been so notified

Resolutions Permanent

Securities Records

Audit and review workpapers 5 years from the end of the fiscal period in which the
audit or review was concluded

Blotters or other records of original entry containing 6 years (for first 2 years, records must be kept in an
the itemized daily record of all purchases and sales of easily accessible place)
securities [applicable to broker-dealers]

Documents supporting management’s assessment of Permanent

internal controls over financial reporting

List of clients that are covered associates and 5 years (but not prior to September 13, 2010)
government entities

Order tickets for brokerage orders; customer 3 years (the first 2 years in an easily accessible place)
complaints; compensation records

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Original signature pages or other documents showing 5 years from date of filing
the signatures of certifying officers in SEC filings

Records related to political contributions to officials 5 years (but not prior to September 13, 2010)
and candidates and payments to state or local political
parties and political action committees [applicable to
investment advisers]

Records relevant to an audit or review, including 7 years after conclusion of audit or review
memoranda, correspondence and other
communications

Accounting and Finance

Accounts Payable and Receivables ledgers and 7 years

schedules

Annual audit reports and financial statements Permanent

Annual plans and budgets 2 years

Bank statements, cancelled checks, deposit slips 7 years

Business expense records 7 years

Cash receipts 3 years

Check registers Permanent

Electronic fund transfer documents

7 years

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Employee expense reports 7 years

General ledgers Permanent

Journal entries 7 years

Invoices 7 years

Petty cash vouchers 3 years

Tax Records

Annual tax filing for the organization (IRS Form 990 [Permanent/7 years]
in the US)

Filings of fees paid to professionals (IRS Form 1099 in 7 years

the US)

Payroll tax withholdings 7 years

Earnings records 7 years

Payroll tax returns 7 years

State unemployment tax records Permanent

Legal and Insurance Records

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Appraisals Permanent

Copyright registrations Permanent

Environmental studies Permanent

Insurance claims/ applications Permanent

Insurance disbursements and denials Permanent

Insurance contracts and policies (Directors and Permanent

Officers, General Liability, Property, Workers’
Compensation)

Leases 6 years after expiration

Patents, patent applications, supporting documents

Permanent

Real estate documents (including loan and mortgage Permanent

contracts, deeds)

Stock and bond records Permanent

Trademark registrations, evidence of use documents

Permanent

Warranties Duration of warranty + 7 years

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