Defense and Indemnification of Employees
It is the University’s practice to defend and indemnify employees who become parties to legal proceedings by virtue of their good faith efforts to perform their responsibilities on behalf of the University.
- Eligibility Criteria. This practice applies to employees acting within the scope of their employment duties on behalf of the University (including, where applicable, serving as a member of a board, task force, committee or panel established by or at the request of the University). It does not apply to employees acting in their personal capacity for any other entity (including, but not limited to, participating in a start-up venture or private consulting), or to employees who are subject to internal or legal proceedings, whether civil, criminal, administrative or investigative, initiated by the University.
- Determination of Eligibility and Legal Counsel. The President of the University has delegated authority for decisions about the application or revocation of this practice as follows: (1) to the Provost (or designee) for faculty and other personnel in units reporting to the Provost, and (2) to the Executive Vice President (or designee) for personnel in all other units. In each case, the eligibility determination may be made in consultation with other officers, as appropriate. In all cases, authority for the selection of appropriate legal counsel rests with the General Counsel.
- Determination of Conflicts. Where both the University and an employee are parties to a proceeding, the University shall have the sole discretion to determine whether a conflict of interest exists between the University and the employee such that separate representation of the employee shall be provided by the University.
- Decision-making in Litigation. The University shall have the sole authority to control the defense (including all litigation and settlement-related strategies and decisions) for proceedings in which it provides legal counsel to an employee. The employee’s full cooperation with legal counsel is a condition of continuing defense and indemnification.
- Revocation of Defense and Indemnification. The University shall have the sole discretion to revoke its initial decision to defend and indemnify an employee based on information it acquires after that decision (e.g., the employee failed to satisfy a condition required by this practice, or is adjudged or reasonably believed to be liable because of bad faith, fraud, willful and wanton misconduct, commission of a crime, a knowing violation of law, etc.). In the event of such a revocation, the University may seek reimbursement from the employee of the expenses (including attorneys’ fees and costs) incurred prior to the revocation.
- Right To Retain Separate Counsel. Employees are not required to accept or work with the University’s legal counsel and may, at their own expense, retain separate counsel unaffiliated with the University. Employees who choose not to cooperate or otherwise work with the University’s legal counsel will not be defended or indemnified by the University for any settlement, judgment, or fees or expenses they incur.
- Medical Professional Coverage. This practice does not apply to a medical professional employee’s involvement in legal proceedings arising out of official duties performed within the scope of the medical professional role. Defense and indemnification in such proceedings are provided in accordance with procedures administered by the Office of Risk Management in cooperation with the relevant unit.
- Notice of Claims and Questions to General Counsel. To be indemnified, employees must immediately notify the Office of General Counsel in writing of any threatened or pending claims or proceedings involving alleged wrongdoing. Questions about this practice or its applicability to particular proceedings should be directed to the Office of the General Counsel.