UNIVERSITY OF PITTSBURGH PROCEDURE 07-06-06

CATEGORY:        PERSONNEL
SECTION:         Employee Support
SUBJECT:         Faculty and Staff Indemnification
EFFECTIVE DATE:  May 1, 2002 Revised
PAGE(S):         4

I.   PURPOSE

     To provide instructions for an employee seeking defense and/or
     indemnification from the University in the event of actual or
     threatened legal proceedings.

II.  SCOPE

     This procedure is applicable to all current and former employees
     of the University, in connection with legal Actions arising out
     of their University duties or authority (which are defined to
     include teaching, research and administration for which an
     employee is paid by the University), as well as certain other
     specified activities outside of such duties or authority.

III. DEFINITIONS

     Indemnification: Payment of judgments, fines, penalties,
     settlements and any other expenses actually and reasonably
     incurred in connection with a legal Action defined below.

     Action: Action, suit or proceeding, whether civil, criminal,
     administrative or investigative.

IV.  ADMINISTRATIVE RESPONSIBILITIES

     Committee on Indemnification: The Committee is responsible for
     making the final determination, after disposition of the Action,
     whether an employee shall be indemnified under Policy 07-06-06,
     Faculty and Staff Indemnification.  The Committee shall be
     composed of (1) the Provost and Senior Vice Chancellor, the
     Executive Vice Chancellor, and the President of the Senate when
     the employee is a faculty member of a non-Health Science School;
     (2) the Senior Vice Chancellor for Health Sciences, the Executive
     Vice Chancellor, and the President of the Senate when the
     employee is a faculty member of a Health Science school; or (3)
     the Associate Vice Chancellor for Human Resources, the President
     of the Staff Association Council, and the vice chancellor or
     senior vice chancellor in charge of the employee's unit when the
     employee is a staff member.  Any member of the Committee shall be
     disqualified from the Committee if he or she has any adverse
     relationship in the proceeding against the employee, including
     but not limited to bringing a charge against the employee, acting
     as a witness against the employee, or participating in the
     proceeding's decision.  If any member of the Committee is
     disqualified, he or she shall be replaced by a member of the
     University community agreed upon by the two remaining members of
     the Committee.

     General Counsel: Determines whether to defend or indemnify the
     employee pending final disposition of the Action; provides in-
     house counsel, selects outside counsel, or concurs with
     employee's selection of outside counsel where a conflict of
     interest would make it inappropriate for the General Counsel to
     select outside counsel; and supervises the legal defense provided
     for the indemnified where appropriate.  Unless the employee
     otherwise agrees, the University may not use in-house counsel to
     defend the employee where the University has an interest adverse
     to the employee.  In the case of internal University proceedings,
     the University and the General Counsel will not provide in-house
     counsel or participate in the selection of outside counsel.

V.   PROCEDURE

     A.   Proceedings other than Internal University Proceedings

          Employee            1.   Shall notify General Counsel in
                                   writing as soon as the employee
                                   becomes aware of a substantial
                                   possibility of an Action for which
                                   he or she may seek defense and/or
                                   indemnification.

                              2.   In order to apply for defense
                                   and/or indemnification, the
                                   employee shall:

                                   a.   Apply to General Counsel for
                                        defense and/or indemnification
                                        prior to incurring expenses to
                                        be reimbursed or otherwise
                                        acting in connection with an
                                        Action.

                                   (Application after incurring
                                   expenses to be reimbursed or
                                   otherwise acting in connection with
                                   the Action, may be grounds for
                                   denial of the application, if such
                                   has prejudiced the employee's case
                                   or increased the costs of defense
                                   in any way.)

                                   b.   Provide to General Counsel all
                                        pertinent information,
                                        including detailed information
                                        about the act or failure to
                                        act that is the subject of the
                                        Action.

          University          3.   May decide to defend or indemnify
                                   an employee, in whole or in part,
                                   in advance of this final
                                   disposition of the Action, upon
                                   receipt of an agreement by or on
                                   behalf of such employee to repay
                                   any indemnification if it shall
                                   ultimately be determined that such
                                   employee should not have received
                                   indemnification under law,
                                   agreement or University policy.

          General Counsel     4.   Shall decide whether to make the
                                   advance defense or payments
                                   described in the preceding
                                   paragraph.  The decision may be
                                   appealed, in the case of faculty,
                                   to the Provost and Senior Vice
                                   Chancellor or Senior Vice
                                   Chancellor for the Health Sciences,
                                   or, in the case of staff, to the
                                   Executive Vice Chancellor, whose
                                   decisions on advance defense and
                                   payments shall be final.
          Committee on
          Indemnification     5.   Shall make the final determination,
                                   after disposition of the Action,
                                   whether an employee shall be
                                   indemnified.

          General Counsel     6.   If the University tentatively
                                   determines, before the final
                                   disposition of the Action, to
                                   defend or indemnify the employee,
                                   then the General Counsel shall
                                   select competent in-house or
                                   outside counsel, and shall
                                   supervise the cost, quality and
                                   strategy of any legal defense
                                   provided or indemnified.

                                   Where a conflict of interest would
                                   make University selection of the
                                   employee's counsel inappropriate,
                                   an employee has the right to choose
                                   outside counsel with the
                                   concurrence of the General Counsel,
                                   and the General Counsel has the
                                   right to supervise only the cost
                                   and quality of the legal defense
                                   indemnified.

          Employee            7.   Shall cooperate fully in the
                                   defense of the Action.

                                   -    Any unreasonable failure to
                                        provide full information or to
                                        cooperate with the General
                                        Counsel shall be cause for
                                        denial of defense and/or
                                        indemnification.

                              8.   In the event an employee may have
                                   personal or other insurance
                                   coverage available to provide
                                   defense and/or indemnification, he
                                   or she shall promptly make the
                                   General Counsel aware of that fact.

                                   -    The University may require the
                                        employee to exhaust any
                                        available benefits under such
                                        insurance before providing
                                        benefits under the Faculty and
                                        Staff Indemnification Policy.

                              9.   In the event an entity with which
                                   an employee was connected in the
                                   course of the actions or omissions
                                   that gave rise to an Action may be
                                   obligated or able to defend and/or
                                   indemnify the employee, the
                                   employee shall promptly make
                                   General Counsel aware of that fact.

                                   -    The University may require the
                                        employee to exhaust any
                                        available benefits from such
                                        entity (or its insurers)
                                        before providing benefits
                                        under the Faculty and Staff
                                        Indemnification Policy.

                              10.  If requested by the University, the
                                   employee shall produce proof of any
                                   such alternative sources of
                                   protection described in paragraphs
                                   8 and 9 above, or lack thereof.

     B.   Internal University Proceedings

          Employee            1.   Shall notify General Counsel in
                                   writing as soon as the
                                   applicability of the
                                   Indemnification Policy is
                                   recognized.  For cases in which
                                   Section II.F.1 of the
                                   Indemnification Policy applies,
                                   this notification shall be made
                                   prior to incurring expenses or
                                   otherwise acting in connection with
                                   an Action.  For cases in which
                                   Section II.F.1 does not apply, but
                                   Section II.F.2 may apply, the
                                   General Counsel shall be notified
                                   in writing at the conclusion of the
                                   research integrity proceeding for
                                   which he/she seeks indemnification.

                              2.   Provide to General Counsel all
                                   pertinent information about the
                                   proceeding including, in the case
                                   of research integrity proceedings
                                   covered in Section II.F.2 of the
                                   Policy, the investigative report
                                   and the extent of legal expenses
                                   for which indemnification is
                                   sought.

          General Counsel     3.   Direct that legal indemnification
                                   be paid if an allegation is made by
                                   a person outside the University who
                                   is represented by legal counsel or
                                   at the conclusion of a research
                                   integrity proceeding if the
                                   employee is found not to have
                                   engaged in research misconduct or
                                   research impropriety.

          Committee on
          Indemnification     4.   Shall make the final determination
                                   of indemnification if the employee
                                   is found to have engaged in
                                   research impropriety but not
                                   research misconduct.

VI.  REFERENCE

     Policy 07-06-06, Faculty and Staff Indemnification