SECTION:                 General Counsel
SUBJECT:                 Legal Services

EFFECTIVE DATE:   April 27, 1990

PAGE(S):                   3


      This policy establishes the responsibilities of General Counsel for providing legal services

      to other units of the University, and identifies those matters that require legal review by

      General Counsel.  It extends to all University matters for which any employee of the

      University or its subsidiaries or affiliates might want or need to consult an attorney.

      Compliance with this policy will enable the University to minimize the risk of litigation;

      reduce uncertainty and disruption in its affairs; and take advantage of its legal rights,

      protections, and opportunities.

      General Counsel, for purposes of this policy, includes attorneys on General Counsel's

      staff and, for matters specific to the Medical and Health Care Division (MHCD), the Vice

      President - Legal and Corporate Affairs of the MHCD and his or her staff.



      The major responsibility of General Counsel is to ensure that the legal rights and

      opportunities of the University and its employees are protected, and that their legal

      obligations are met.  Any employee who suspects that an attorney's advice might be

      helpful or necessary on a particular matter should promptly submit that matter for review

      to General Counsel.

      The matter should be submitted to General Counsel in writing, with full background

      explanation and documentation, as far as possible in advance of the time for final action.

      It should first have been reviewed by the chief administrator responsible for the activity.

      General Counsel should be consulted in advance on the following particular matters,

      among others:

      -     Contracts and agreements (see below)

      -     Incoming subpoenas and other legal papers (see below)

      -     Government investigations (see below)

      -     Proposed actions entailing a substantial risk of civil or criminal liability

      -     Involuntary terminations of employees

      -     Student disciplinary matters where the possible sanction may be suspension for one

            term or more severe

      -     Government investigations

      -     Press inquires regarding pending or potential litigation

      -     Transactions where an adverse party is represented by counsel

      -     Any other situation in which legal or quasi-legal issues may be involved 

      General Counsel will manage all litigation and other legal proceedings on behalf of the

      University and its employees, and will advise on all other legal matters.  General Counsel

      will not provide legal services to employees or students in their personal capacities (but

      see Defense and Indemnification of Employees below).

      Contracts and Agreements

      All proposed contracts and agreements (including offers of employment, bid specifications,

      intern placement agreements, leases, loans, letters of intent, and memoranda of

      understanding) to which the University is to be a party should be referred in writing to

      General Counsel for drafting or review as far as possible in advance of negotiations with

      the other party.  Exceptions to this rule are standard agreements that have already been

      approved by General Counsel for routine use by other University units such as Purchasing

      or the Office of Research.

      Generally, agreements should be submitted to General Counsel only after they have been

      approved in substance by the chief administrator responsible for the subject matter of the

      agreements.  The administrator will have primary responsibility of obtaining any required

      review by other units of the University.

      General Counsel will return the proposed agreement to the initiating administrator with

      written comments and recommendations.

      Incoming Subpoenas and Other Legal Papers

      All subpoenas, summonses, complaints, wage attachments, and other legal papers served

      on employees in their business capacity, whether or not the University is named as a party

      to the proceedings, should be forwarded to General Counsel by hand immediately upon


      Government Investigations

      If investigators from a government agency request an interview with a University employee,

      or seek data, documents, or access to files, they should be told that the University will

      generally cooperate, but only after consultation with its lawyers.  Without any further

      response to the investigators, the employee should immediately telephone General Counsel

      for advice and instructions.

      Defense and Indemnification of Employees

      The University will defend and/or indemnify employees in connection with actual or

      threatened legal proceedings that arise out of the employees' actions within the scope of

      their University duties and authority, subject to the limitations contained in University policy

      and procedure 07-06-06, Faculty and Staff Indemnification.

      Outside Counsel

      General Counsel will determine whether legal matters require the assistance of outside

      counsel and, if so, will select outside counsel and will supervise and approve outside

      counsel's services and fees.  Employees may not contact outside counsel directly on

      University business without the prior permission of  General Counsel.

      Confidentiality and Privilege

      For both legal and ethical reasons, confidentiality is of utmost importance in many matters

      referred to attorneys.  In order to preserve confidentiality and legal privilege for oral and

      written communications between General Counsel (or outside counsel) and other University

      employees, all matters involving counsel should be treated confidentially, unless they are

      obviously suitable for disclosure to the public.  Administrators in their correspondence

      with counsel should state explicitly if they are "requesting legal advice," "anticipating

      litigation," or furnishing counsel "confidential information," since these points are important

      to creating and maintaining a legal privilege for the communications.  Employees should

      also keep legal files segregated from open files.  Legal files should be disclosed only on the

      strictest need-to-know basis and only within the University.  In sensitive matters, employees

      should not create unnecessary documents.