Department of Risk Management & Safety
Officer and Employee Indemnification Policy
The University shall provide its officers and employees a legal defense, and pay costs, judgments or settlement expenses incurred in connection with the defense or resolution of external civil actions filed against such persons in connection with their performance of University duties, provided that all eligibility criteria established by the University are otherwise met. Please read on to find information on conditions for eligibility, restrictions, third party rights, and university action as well as procedural information.
The University shall provide its officers and employees a legal defense and pay judgments or settlement expenses actually and reasonably incurred in connection with the defense or resolution of civil actions filed against such persons in external forums, such as judicial or agency proceedings.
Officers and employees as defined in this Policy are all compensated officers and employees of the University and shall be referred to as "employees." Good faith means in a manner reasonably believed to be lawful and without gross negligence.
Conditions of Eligibility
Defense and/or payment under this policy shall be available only if all of the following conditions are met to the satisfaction of the University, and in its sole discretion:
1. The action must have been brought against a current or former employee by reason of his/her being or having been an employee of the University at the time of the acts or omissions ("conduct") giving rise to the action. In addition, the conduct must have occurred (a) within the scope of university employment; and (b) in good faith. "Good faith" means in a manner reasonably believed to be lawful and without gross negligence. Indemnification shall also be unavailable if an employee willfully engages in misconduct or acts with the intention of causing harm or damage to person or property. In its sole discretion, the University may elect to provide indemnification under this policy to employees charged with conduct constituting a violation of criminal laws or which is subject to criminal penalties (such as conduct in violation of compliance requirements under health and safety or environmental laws), provided that the criteria established in the policy are otherwise met.
2. A written request for indemnification and the original copy of any summons, complaint, notice, demand, letter, or other document or communication containing notice of a threatened or filed civil action must be provided by the employee to the University Department of Risk Management within five (5) business days of its receipt by the employee. Exceptions to this five-day rule may be made in the sole discretion of the Director of Risk Management in the event of extenuating circumstances not within reasonable control of the employee. The University reserves the right to decline reimbursement of any expenses incurred prior to notification.
3. The employee must cooperate continuously and fully with the University in the investigation and defense of the claim or action.
4. The employee must accept legal counsel selected by the University (through its General Counsel in consultation with the Director of Risk Management) provided that, in the event of an actual or potential conflict of interest between the employee and the University as reasonably determined by the General Counsel, the University will make available to the employee independent counsel mutually acceptable to the employee and the General Counsel, assuming that the employee is otherwise eligible for indemnification under the criteria described in this Policy.
Rights under this Policy shall not extend to:
1. Claims or actions made against an employee for acts or omissions occurring in connection with the provision of consulting services or services provided in conjunction with such extra-University businesses or endeavors in which University employees may engage.
2. Claims or actions an employee proposes to, or does initiate, against another party.
3. Any persons, claims, or actions relative to whom indemnification is either prohibited or for which alternative provision is made under law.
4. Any and all internal University proceedings.
5. Demands, claims, or other petitions for relief made prior to the filing of an external action. The University may, in its sole discretion, elect to retain outside counsel and/or settle such demands or claims before they become the subject of a civil action. Rights under this Policy arise only upon the filing of an external civil action, subject to the eligibility criteria and restrictions otherwise stated in this policy.
Third Party Rights. The rights conferred under this policy shall not enlarge the rights or remedies otherwise available to any third party plaintiff or claimant, nor shall any person or entity be entitled to make claims as third party beneficiary hereunder. This Policy shall not serve as a waiver of sovereign immunity insofar as applicable.
University Action Upon Requests. The Directions of Risk Management or his/her designee shall provide a written response to any employee request to indemnification under this Policy within ten (10) business days of receipt of the information described in paragraphs 2 and 3 of the "conditions of eligibility" section above. In the event that eligibility cannot reasonably be determined within that time frame, or the University determines to provide indemnification subject to a reservation of rights, said Director or designee shall provide the employee with a written status report and/or reservation of rights statement. An employee may appeal from any total or partial denial of indemnification under this Policy by filing written appeal with the University Vice President for Administration within five (5) business days of receipt of a final decisions from the Department of Risk Management. The decision of the Vice President for Administration will constitute University final action on the indemnification request.
ModificationsThe University reserves the right to modify or withdraw this Policy in its sole discretion, except as to acts or omissions which occur before the effective date of such modification or withdrawal.
Written request on the part of the employee. Please see "Procedures" for details.
Questions regarding this policy, and requests for a copy of the eligibility criteria for indemnification under this Policy, should be directed to the University Director of Risk Management.
Last modified February 06 2009 02:12 PM