Employee Indemnification Policy
The University shall furnish an employee of the University with legal defense through legal counsel selected by the University and with payment of judgments, fines, penalties, settlements and any other expenses actually and reasonably incurred in connection with an actual or threatened civil, criminal, or administrative action, claim, or proceeding (an "Action") brought against such employee by reason of being an employee of the University or serving at the University’s request as a member of or representative to an entity outside the University.
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, in its sole discretion:
● The employee's actions or omissions were within the scope of his or her University duties and authority.
● The employee's actions or omissions were in good faith, and in a manner reasonably believed to be lawful and in the best interests of the University.
● The acts or omissions did not constitute dishonesty, gross negligence, recklessness, willful misconduct, the intentional infliction of harm, or a violation of the law, public policy, or policy of the University, and the employee did not receive any financial profit or advantage to which he/she was not legally entitled. Notwithstanding the preceding sentence, an employee's intentional infliction of harm in protecting life or safety, in furtherance of security, or under similar circumstances shall not be grounds for denying him or her the benefits of this Policy, provided that (a) such actions are reasonably believed by the employee to be permitted by applicable law and University policies, procedures and protocols, and (b) all other requirements of this Policy are met.
● The original or a copy of any summons, complaint, notice, demand, letter, or other document or pleading in the Action, or a writing setting forth the substance of any claim, threat, complaint or charge made orally, is delivered to Human Resources as soon as possible and normally within 72 hours after receipt of such document, oral claim, threat, complaint, or charge with a specific request in writing that the University represent the employee.
● The employee cooperates continuously and fully with the University in the defense of the Action.
- If the University so requires, the costs of providing a defense prior to final disposition of an Action will be advanced , only upon delivery to the University of an undertaking, by or on behalf of the person, to repay all amounts so advanced if it is ultimately determined by a court or other tribunal of competent jurisdiction that the person is not entitled to be indemnified or otherwise violated applicable law.
The protection in this Policy shall not extend to:
● Consulting or other outside professional or business activities for a party other than the University, unless performed at the University’s request.
● Acts or omissions while an employee is on an unpaid leave of absence, including sabbatical leave, from the University.
● Actions that an employee may affirmatively initiate or propose initiating against any other person or entity.
● Any Action to the extent that the resulting damage or loss is indemnifiable under any insurance which is in force and covers the employee.
● Members of a collective bargaining unit at the University, except to the extent that indemnification rights have been incorporated into a collective bargaining agreement.
● Trustees or officers of the University.
● Any indemnification prohibited by law.
The benefits of this Policy shall not enlarge the rights which would have been available to any third party plaintiff or claimant in the absence of this Policy.
The University reserves the right to change or withdraw this Policy in its sole discretion, except as to any Action for which it has previously agreed to furnish defense counsel and an indemnity and in those cases, subject to the terms of the policy in existence at the time it agreed to furnish defense counsel and an indemnity.
Voted by the Board of Trustees June 2017
Maintained by VP for Community and Employee Relations