2. Administrative Organization and Authority

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2.8. Indemnification of Employees and Agents

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Effective Date: 6-23-2009

Revision Date:


I.                    Policy

It is the University's policy to defend and indemnify employees and agents of the University (hereafter, “Indemnitees”) who become parties to legal proceedings by virtue of their good faith efforts to perform their responsibilities on behalf of the University.

A.      Authority for decisions about the application or revocation of this policy rests with the General Council, in consultation with the President, except in cases involving the president. In such cases, such authority shall rest with the General Council, in consultation with the Board of Regents. Authority for the selection of appropriate legal counsel rests with the Office of the General Counsel.

B.      In proceedings in which both the University and an Indemnitee are parties, the University shall have the sole discretion to determine when a conflict of interest exists between the University and the Indemnitee such that separate representation of the Indemnitee shall be provided by the University.

C.      The University shall have sole authority over litigation and settlement strategies and decisions for those proceedings for which it is providing legal counsel to an Indemnitee. The Indemnitee’s full cooperation with legal counsel is a condition of continued defense and indemnification.

D.      The University reserves the right to revoke its initial decision to defend and indemnify an Indemnitee based on information received subsequent to that decision, e.g., that the Indemnitee did not satisfy a condition required by this policy. In that event, the University may seek restitution from the Indemnitee of expenses, including attorney's fees and costs, incurred prior to the revocation

E.       Indemnitees may, at their own expense, retain separate counsel rather than avail themselves of this policy. In such a situation, the University will not indemnify the Indemnitee for any settlement, judgment, or expense incurred.

F.       This policy does not apply to an Indemnitee’s involvement in internal University proceedings.

G.     All inquiries about this policy and about how to seek a determination whether it applies to particular proceedings should be directed to the Office of the General Counsel.

Authority for Creation and Revision

Minutes of the Board of Regents: June 23, 2009