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Legal Defense and Indemnification of University Employees

Policy Number: OGC-1
Effective Date: July 1, 2014
Responsible Officer: General Counsel

I. Policy Purpose

 This policy was established to defend and indemnify employees against whom a legal proceeding is instituted as a result of acts or omission the employee took while acting within the scope of his or her employment at Drexel University, including its subsidiaries and affiliates.

II. Policy

Except as prohibited by law or as excluded from this policy, it is the policy of Drexel University to furnish University employees with legal defense and payment of judgments, fines, penalties, settlements and any other expenses actually and reasonably incurred in connection with an actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (such action, suit or proceeding hereinafter being referred to as an "Action"), brought against such employee by reason of being an employee of the University, or by reason of serving or having served the University as an authorized member of or representative to a University committee or board or as an authorized University representative to an entity outside the University. Any rights that accrue under this policy shall inure to the benefit of the employee's estate in the event of the employee's death.

III. Applicability

This policy applies to all University regular, contractual, full-time, part-time faculty and professional staff members, including professional staff members who are affiliated with a collective bargaining unit (collectively, “employees”) of the University, including its subsidiaries and affiliates.

IV. Guidelines

Defense and/or indemnification hereunder shall be available only if all of the following conditions are met:

  1. Such employee's actions or omissions were within the scope of his or her employment and authority, which shall generally include teaching, research and administrative activities for which an employee is paid by the University; and
  2. Such 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 as determined by the Office of General Counsel. The acts or omissions did not constitute willful misconduct, gross negligence or recklessness.

V. Exclusions

  1. Activities Beyond the Scope of Duties: The protection in this policy shall not, among other things, extend to consulting or other outside professional or business activities beyond the scope of the employee's University duties.
  2. Actions Initiated By Employee: The protection in this policy shall extend only to Actions in which an employee is a defendant or proposed defendant, and shall not extend to Actions that an employee may affirmatively initiate or propose initiating against any other persons or entities.
  3. Internal Proceedings: The protection in this indemnification policy shall not extend to defense and/or indemnification of an employee in an internal University proceeding. Internal proceedings are those that are conducted by the University under University policies and procedures. As an exception to this provision, an employee may request defense and/or indemnification in an internal proceeding that arises from allegations made by an outside individual, agency, organization or interest group, if the outside party is already represented by legal counsel in the proceeding. The President may in his/her discretion, in consultation with the General Counsel, grant or deny such request, and if granted, may impose such conditions as the President deems appropriate.

Inquiries regarding this policy can be directed to the Office of General Counsel.