OPINION AND ORDER
REBECCA BEACH SMITH, United States Magistrate.
This matter comes before the court pursuant to plaintiff’s “Motion To Compel Answers To Deposition Questions And For A Ruling That The Lawyer/Client Privilege Has Been Waived In Regard To A Specific Document,” filed on January 21,1987. The “Specific Document” at the center of this motion, attached as Exhibit A to the motion, is a memorandum dated January 16, 1985, from Marvin Scruggs to Bruce Mountjoy, which document the defendant claims is protected by the attorney-client privilege. Plaintiff contends that even if the attorney-client privilege ever protected this memorandum, such privilege was waived by the voluntary production of the document to plaintiff by defendant’s agent in the regular course of business.
A hearing was held in this court on January 22, 1987, pursuant to plaintiff’s motion. As defendant was not afforded an opportunity to respond adequately to plaintiff’s motion, filed on January 21, 1987, by the time of the hearing, this court reserved ruling on the matter. The court gave both parties the opportunity to respond to the arguments and issues presented at the hearing and to provide the court with additional pertinent authority.
In its response to plaintiff’s motion to compel, filed after the January 22 hearing on January 28, 1987, the defendant requested an evidentiary hearing on the questions of whether the document met “confidentiality” standards for it to be denominated as an attorney-client privileged document in the first instance; and, if so, whether defendant’s agent was in a position to waive any privilege attaching to the document. Pursuant to this request, the court held an evidentiary hearing on March 2, 1987, at which time both parties were given the opportunity to present evidence relevant to this matter. At this hearing, the court again reserved full ruling on plaintiff’s motion pending review of the evidence presented and the authorities cited.
Factual Background
The facts pertinent to this dispute are uncontroverted. The dispute centers on a memorandum prepared by one of Prime Computer, Inc.’s (hereinafter referred to as “Prime”) in-house attorneys, Marvin Scruggs, for Prime’s branch administrator, Bruce Mountjoy. While the memorandum contains Mr. Scruggs' legal interpretation of a disputed agreement between Jonathan Corporation (hereinafter referred to as “Jonathan”) and Prime, it was not marked as “confidential” or as containing “attorney-client privileged” information. In addition to Mr. Mountjoy, the memorandum is designated on its face as being distributed to five (5) other individuals, including a Mr. C. Hauger, Prime’s market representative [695]*695responsible for the relevant portion of Jonathan’s account with Prime.1
Shortly after the preparation of .the memorandum on January 16, 1985, Mr. Hauger was involved in negotiations with Jonathan’s sales manager, Mr. Kay Rodney Turner, concerning a contractual dispute. Mr. Hauger was Prime’s sole representative to deal with Jonathan on this matter. During the course of these negotiations and in an attempt to clarify and fortify Prime’s position on the contract dispute, Mr. Hauger voluntarily and on his own initiative provided a copy of the memorandum to Mr. Turner.2 The parties subsequently discussed Mr. Scruggs’ interpretation of the contract and Jonathan thereafter placed this memorandum in its files. No litigation over this matter was ongoing or contemplated at this time between the parties.3
The dispute concerning this memorandum did not arise until the January 14, 1987 deposition by Jonathan of Mr. Chris Jesse, a Prime managerial level employee. Mr. Jesse was designated as a copyee of the memorandum. However, when Mr. Jesse was questioned by Jonathan’s counsel about the memorandum, Prime’s counsel asserted that the document was protected by the attorney-client privilege.4 Mr. Jesse refused to respond to questions concerning the memorandum. Subsequently, Jonathan filed this Motion to Compel, requesting a determination that the memorandum is not protected by the attorney-client privilege.
Legal Background
The attorney-client privilege, as recognized at common law, has been incorporated into the Federal Rules of Evidence, which is controlling in federal judicial proceedings. See Fed.R.Evid. 501 (1986); In re Grand Jury Proceedings, 727 F.2d 1352, 1355 (4th Cir.1984). The purpose of the privilege is to promote “full and frank communication between attorneys and their clients” and to serve the public interest in the administration of justice. Upjohn Co. v. United States, 449 U.S. 383, 389, 101 S.Ct. 677, 682, 66 L.Ed.2d 584 (1981). However, the Fourth Circuit Court of Appeals has held:
Since the privilege “impedes [the] full and free discovery of the truth,” and is “in derogation of the public’s ‘right to every man’s evidence,’ ” it is not “favored” by federal courts. Accordingly the privilege is to be “ ‘strictly confined within the narrowest possible limits consistent with the logic of its principle.’ ”
In re Grand Jury Proceedings, 727 F.2d at 1355 (quoting Herbert v. Lando, 441 U.S. 153, 175, 99 S.Ct. 1635, 1648, 60 L.Ed.2d 115 (1979); Weil v. Investment/Indicators, Research & Management, 647 F.2d 18, 24 (9th Cir.1981); In re Horowitz, 482 F.2d 72, 81 (2d Cir.), cert. denied, 414 U.S. 867, 94 S.Ct. 64, 38 L.Ed.2d 86 (1973)) (emphasis added) (footnotes omitted); see United States v. (UNDER SEAL), 748 F.2d 871, 875 (4th Cir.1984) (attorney-client privilege must be strictly construed).
The proponent of the attorney-client privilege bears the burden of demonstrating its applicability. See, e.g., (UNDER SEAL), 748 F.2d at 876; United States v. Jones, 696 F.2d 1069, 1072 (4th Cir.1982). Under this burden, the “proponent must [696]*696establish not only that an attorney-client relationship existed, but also that the particular communications at issue are privileged and that the privilege has not been waived.” Jones, 696 F.2d at 1072 (citing United States v. Bump, 605 F.2d 548, 551 (10th Cir.1979); United States v. Stern, 511 F.2d 1364, 1367 (2d Cir.1975); In re Horowitz, 482 F.2d 72, 81-82 (2d Cir.1973)).5
It is well-settled that the attorney-client privilege does attach to corporations as well as to individuals.
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OPINION AND ORDER
REBECCA BEACH SMITH, United States Magistrate.
This matter comes before the court pursuant to plaintiff’s “Motion To Compel Answers To Deposition Questions And For A Ruling That The Lawyer/Client Privilege Has Been Waived In Regard To A Specific Document,” filed on January 21,1987. The “Specific Document” at the center of this motion, attached as Exhibit A to the motion, is a memorandum dated January 16, 1985, from Marvin Scruggs to Bruce Mountjoy, which document the defendant claims is protected by the attorney-client privilege. Plaintiff contends that even if the attorney-client privilege ever protected this memorandum, such privilege was waived by the voluntary production of the document to plaintiff by defendant’s agent in the regular course of business.
A hearing was held in this court on January 22, 1987, pursuant to plaintiff’s motion. As defendant was not afforded an opportunity to respond adequately to plaintiff’s motion, filed on January 21, 1987, by the time of the hearing, this court reserved ruling on the matter. The court gave both parties the opportunity to respond to the arguments and issues presented at the hearing and to provide the court with additional pertinent authority.
In its response to plaintiff’s motion to compel, filed after the January 22 hearing on January 28, 1987, the defendant requested an evidentiary hearing on the questions of whether the document met “confidentiality” standards for it to be denominated as an attorney-client privileged document in the first instance; and, if so, whether defendant’s agent was in a position to waive any privilege attaching to the document. Pursuant to this request, the court held an evidentiary hearing on March 2, 1987, at which time both parties were given the opportunity to present evidence relevant to this matter. At this hearing, the court again reserved full ruling on plaintiff’s motion pending review of the evidence presented and the authorities cited.
Factual Background
The facts pertinent to this dispute are uncontroverted. The dispute centers on a memorandum prepared by one of Prime Computer, Inc.’s (hereinafter referred to as “Prime”) in-house attorneys, Marvin Scruggs, for Prime’s branch administrator, Bruce Mountjoy. While the memorandum contains Mr. Scruggs' legal interpretation of a disputed agreement between Jonathan Corporation (hereinafter referred to as “Jonathan”) and Prime, it was not marked as “confidential” or as containing “attorney-client privileged” information. In addition to Mr. Mountjoy, the memorandum is designated on its face as being distributed to five (5) other individuals, including a Mr. C. Hauger, Prime’s market representative [695]*695responsible for the relevant portion of Jonathan’s account with Prime.1
Shortly after the preparation of .the memorandum on January 16, 1985, Mr. Hauger was involved in negotiations with Jonathan’s sales manager, Mr. Kay Rodney Turner, concerning a contractual dispute. Mr. Hauger was Prime’s sole representative to deal with Jonathan on this matter. During the course of these negotiations and in an attempt to clarify and fortify Prime’s position on the contract dispute, Mr. Hauger voluntarily and on his own initiative provided a copy of the memorandum to Mr. Turner.2 The parties subsequently discussed Mr. Scruggs’ interpretation of the contract and Jonathan thereafter placed this memorandum in its files. No litigation over this matter was ongoing or contemplated at this time between the parties.3
The dispute concerning this memorandum did not arise until the January 14, 1987 deposition by Jonathan of Mr. Chris Jesse, a Prime managerial level employee. Mr. Jesse was designated as a copyee of the memorandum. However, when Mr. Jesse was questioned by Jonathan’s counsel about the memorandum, Prime’s counsel asserted that the document was protected by the attorney-client privilege.4 Mr. Jesse refused to respond to questions concerning the memorandum. Subsequently, Jonathan filed this Motion to Compel, requesting a determination that the memorandum is not protected by the attorney-client privilege.
Legal Background
The attorney-client privilege, as recognized at common law, has been incorporated into the Federal Rules of Evidence, which is controlling in federal judicial proceedings. See Fed.R.Evid. 501 (1986); In re Grand Jury Proceedings, 727 F.2d 1352, 1355 (4th Cir.1984). The purpose of the privilege is to promote “full and frank communication between attorneys and their clients” and to serve the public interest in the administration of justice. Upjohn Co. v. United States, 449 U.S. 383, 389, 101 S.Ct. 677, 682, 66 L.Ed.2d 584 (1981). However, the Fourth Circuit Court of Appeals has held:
Since the privilege “impedes [the] full and free discovery of the truth,” and is “in derogation of the public’s ‘right to every man’s evidence,’ ” it is not “favored” by federal courts. Accordingly the privilege is to be “ ‘strictly confined within the narrowest possible limits consistent with the logic of its principle.’ ”
In re Grand Jury Proceedings, 727 F.2d at 1355 (quoting Herbert v. Lando, 441 U.S. 153, 175, 99 S.Ct. 1635, 1648, 60 L.Ed.2d 115 (1979); Weil v. Investment/Indicators, Research & Management, 647 F.2d 18, 24 (9th Cir.1981); In re Horowitz, 482 F.2d 72, 81 (2d Cir.), cert. denied, 414 U.S. 867, 94 S.Ct. 64, 38 L.Ed.2d 86 (1973)) (emphasis added) (footnotes omitted); see United States v. (UNDER SEAL), 748 F.2d 871, 875 (4th Cir.1984) (attorney-client privilege must be strictly construed).
The proponent of the attorney-client privilege bears the burden of demonstrating its applicability. See, e.g., (UNDER SEAL), 748 F.2d at 876; United States v. Jones, 696 F.2d 1069, 1072 (4th Cir.1982). Under this burden, the “proponent must [696]*696establish not only that an attorney-client relationship existed, but also that the particular communications at issue are privileged and that the privilege has not been waived.” Jones, 696 F.2d at 1072 (citing United States v. Bump, 605 F.2d 548, 551 (10th Cir.1979); United States v. Stern, 511 F.2d 1364, 1367 (2d Cir.1975); In re Horowitz, 482 F.2d 72, 81-82 (2d Cir.1973)).5
It is well-settled that the attorney-client privilege does attach to corporations as well as to individuals. See Commodity Futures Trading Commission v. Weintraub, 471 U.S. 343, 348, 105 S.Ct. 1986, 1991, 85 L.Ed.2d 372 (1985); United States v. Louisville & Nashville R. Co., 236 U.S. 318, 336, 35 S.Ct. 363, 369, 59 L.Ed. 598 (1915). Furthermore, communications between a corporation’s in-house counsel and employees of that corporation may be protected by the attorney-client privilege. See Upjohn Co. v. United States, 449 U.S. 383, 391, 101 S.Ct. 677, 683, 66 L.Ed.2d 584 (1981) (noting that the actions of even lower-level employees within the scope of their employment can “embroil the corporation in serious legal difficulties”).
Conclusions
Based upon the foregoing legal principles and facts, the court concluded at the hearings that the memorandum involved an attorney-client communication on legal matters. Mr. Scruggs was serving as in-house counsel for Prime at the time he wrote the memorandum giving his comments to Mr. Mountjoy, a branch administrator for Prime. Mr. Mountjoy had requested Mr. Scruggs to review the maintenance agreement in question, with supporting documentation, and render his legal opinion on the matter. Therefore, two issues are now presented to the court for resolution. First, whether the memorandum prepared by Prime’s in-house attorney was intended by Prime to constitute a confidential communication to which the attorney-client privilege attached. Second, assuming that the memorandum was intended to be a confidential legal communication between attorney and client, was the voluntary production of the memorandum by Prime’s marketing representative, a copyee of the memorandum and designated contact with Jonathan, during the ordinary course of business a waiver of any attorney-client privilege attaching to the document. Since this court’s determination of the second issue is dispositive of this dispute, no detailed substantive analysis of the first issue will be presented.6
[697]*697It is uncontroverted that an employee of Prime and a copyee of the memorandum, Mr. Hauger, voluntarily provided a copy of the memorandum to an employee of Jonathan in the ordinary course of business during negotiations arising out of a discussion and disagreement over the terms of a contract. The Fourth Circuit Court of Appeals has held that “[a]ny disclosure inconsistent with maintaining the confidential nature of the attorney-client relationship waives the attorney-client privilege.” United States v. Jones, 696 F.2d 1069, 1072 (4th Cir.1982). The privilege may even be lost by inadvertent disclosure of “privileged documents” where a party did not “take reasonable steps to insure and maintain [their] confidentiality.” In re Grand Jury Proceedings, 727 F.2d 1352, 1356 (4th Cir.1984) (quoting Suburban Sew 'n Sweep, Inc. v. Swiss-Bernina, Inc., 91 F.R.D. 254, 258-59 (N.D.Ill.1981). It is clearly questionable whether Prime took any steps to insure confidentiality of this document.7 Furthermore, “[a]ny voluntary disclosure by the client to a third party waives the privilege,” not only to that document, but possibly to all communications relating to that subject matter. United States v. Jones, 696 F.2d at 1072; see Champion Int'l Corp. v. International Paper Co., 486 F.Supp. 1328 (N.D.Ga.1980).
While Prime concedes that its marketing representative and designated contact with Jonathan did voluntarily disclose the document to Jonathan, it asserts that Mr. Hauger, who is not an officer or director of Prime, did not have the power or authority to waive the corporation’s attorney-client privilege.8 Accordingly, Prime asserts that [698]*698the disclosure did not waive the corporate attorney-client privilege and that Prime has never approved or ratified such disclosure. Prime cites Commodity Futures Trading Commission v. Weintraub, 471 U.S. 343, 105 S.Ct. 1986, 85 L.Ed.2d 372 (1985), in support of its position. Prime contends that under Weintraub only officers and directors of a corporation have the authority and ability to waive the attorney-client privilege for a solvent corporation.9
However, it is the opinion of this court that Weintraub does not hold that the corporate attorney-client privilege can only be waived for a solvent corporation under circumstances whereby the officers and directors themselves directly waive the privilege or expressly authorize such waiver.10 Instead, Weintraub addressed the narrow issue of the control of the attorney-client privilege of a corporation in bankruptcy. Id. at 349, 105 S.Ct. at 1991-92. Specifically, the Court considered the issue of whether a bankruptcy trustee had the power to waive the corporate attorney-client privilege with respect to confidential communications made while the corporation was solvent. Id. The parties agreed that the officers and directors could waive the privilege for a solvent corporation, but they could not agree on who could waive the privilege for a corporation in bankruptcy in regard to pre-bankruptcy communications. Id. at 348-49, 105 S.Ct. at 1991-92. The court in Weintraub then held that the trustee of a corporation in bankruptcy has the prospective power to waive the corporation’s attorney-client privilege with respect to pre-bankruptcy communications. Id. at 439-58, 105 S.Ct. at 1991-96. Accordingly, Weintraub’s narrow holding is not controlling in this case.
This interpretation of Weintraub is consistent with the Supreme Court’s holding in [699]*699Upjohn Co. v. United States, 449 U.S. 383, 101 S.Ct. 677, 66 L.Ed.2d 584 (1981). The Court in Upjohn Co. refused to limit the scope of the attorney-client privilege to communications between corporate attorneys and the corporate “control group.” Id. at 391-97, 101 S.Ct. at 683-86. The Court recognized that “[m]iddle-level — and indeed Tower-level — employees can, by actions within the scope of their employment, embroil the corporation in serious legal difficulties____” Id. at 391, 101 S.Ct. at 683. The Court then extended the attorney-client privilege in that case to cover confidential legal communications between a corporation’s attorneys and its employees at all levels, not just to those individuals in the corporation’s “control group.” Id. at 392-97, 101 S.Ct. at 684-86. Logically, a corporation cannot enjoy the benefits of an expanded attorney-client privilege without likewise accepting the consequences that the privilege may well be waived by an employee who is outside of the “control group.” Such is the case at bar.
Prime seeks protection through the attorney-client privilege on a legal communication made to individuals outside of Prime’s “control group.” Then, Prime claims that while it is entitled to the benefits of the privilege on this communication, it is not responsible for any waiver of the privilege on the communication by one of .these individuals outside of the “control group.” In other words, the privilege can be created for the benefit of legal communications with employees at all levels but cannot be waived or destroyed by these employees. This proposition is inconsistent with a joint reading and the holdings of Weintraub and Upjohn Co.
Finally, Prime cites the cases of Miller v. Haulmark Transport Systems, 104 F.R.D. 442 (E.D.Pa.1984), and United States v. Omni International Corp., 634 F.Supp. 1414 (D.Md.1986), in support of its position that the corporate attorney-client privilege has not been waived by Prime on the memorandum in question. However, both cases are factually distinguishable' from the present case and are not controlling. In Miller an employee of Haulmark Transport Systems produced a memorandum during the course of her deposition, and the corporation’s attorney specifically objected at the deposition to the production on the grounds of attorney-client privilege. Id. at 445. The court rejected the argument that the production of a document over an objection to such production on the grounds of attorney-client privilege constituted a voluntary waiver of the privilege. Id., Miller, therefore, involved a proper legal objection being made simultaneously with the production of the privileged document. In the case at bar, Prime voluntarily produced the document without any reservation of the attorney-client privilege prior to any litigation between the parties and during the ordinary course of their business dealings.
The case of United States v. Omni International Corp., 634 F.Supp. 1414 (D.Md.1986), involved criminal tax charges against a corporate defendant and related individuals, including the corporation’s attorney. The defendants moved to dismiss the indictment, to disqualify the government investigators and prosecutor, or to suppress certain evidence, claiming, inter alia, a violation of the attorney-client privilege. From the outset, Omni International Corporation (hereinafter referred to as “Omni”) vigorously asserted the attorney-client privilege. First, in response to subpoenaed invoices of the attorney to the corporation, Omni claimed the privilege before producing the documents and the court upheld this claim. Id. at 1417-18. Omni then claimed the privilege in regard to interviews of its attorneys by government agents; to a proffer by its attorney, Joseph P. Bornstein, another named defendant; and to an interview with Mr. Bornstein’s former secretary by government agents. However, the court found no violation of the attorney-client privilege that would require dismissal of the indictment or disqualification of the prosecutor or government investigators. Id. at 1423.11
[700]*700While the court in Omni did dismiss the indictment without prejudice, did disqualify the government agents and prosecutor from participation in further prosecution of the case, and did indicate that future trial testimony of Mr. Bornstein’s former secretary would be suppressed, such action was taken by the court due to the overbearing, intrusive, intolerable methods used by the government in the overall investigation and prosecution of the case. Id. at 1436-41.12 The facts of Omni simply and clearly do not correlate with the facts of this case where an employee voluntarily produces a document during the ordinary course of business.
Based upon the facts and authorities cited herein, it is concluded that Prime has failed to meet its burden of demonstrating that the corporate attorney-client privilege has not been waived. See United States v. Jones, 696 F.2d 1069, 1072 (4th Cir.1982). It is this court’s opinion that the voluntary production of the memorandum by Prime’s marketing representative to Jonathan during the ordinary course of business negotiations stemming from a contract dispute waived any attorney-client privilege with respect to that document. It was incumbent upon Prime to take the necessary precautions to preserve confidentiality. See In re Grand Jury Proceedings, 727 F.2d 1352, 1356 (4th Cir.1984).13 Prime cannot now disclaim the voluntary disclosure of the document to Jonathan by the very individual Prime had designated to deal with Jonathan on the matter and who was specifically copied on the document not marked in any way as confidential or privileged. Prime both intentionally put the individual in a position to make the disclosure as well as gave him the information to disclose. As such, any privilege attaching to the document has been waived by Prime through its agent, Mr. Hauger, in the scope of his employment.14
Accordingly, the court GRANTS plaintiff’s “Motion to Compel Answers to Deposition Questions And For A Ruling That the Lawyer/Client Privilege Has Been Waived In Regard To A Specific Document.” The parties shall proceed with discovery in accordance with this ruling.
The Clerk shall mail a copy of this Opinion and Order to Conrad M. Shumadine, counsel for plaintiff, and to Wayne Lustig, counsel for defendant.