UNIVERSITY OF PITTSBURGH PROCEDURE  07-06-07



CATEGORY:                  PERSONNEL
SECTION:                   Employee Support
SUBJECT:                   Defense and Indemnification of Volunteers
EFFECTIVE DATE:            November 25, 1991


I.      PURPOSE

        To provide instructions for volunteers 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
        volunteers for the University, in connection with legal
        Actions arising out of their University functions and duties.

III.    DEFINITIONS

        Volunteer  A person performing services for the University at
        the University's request without compensation other than
        reimbursement for actual expenses incurred.  The term
        includes a person not employed by the University who at the
        University's request, provides a reference on a current or
        prospective University faculty member.

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

        Action  Actual or threatened legal action.

IV.     ADMINISTRATIVE RESPONSIBILITIES

        The Committee on Indemnification, composed of the Provost, the
        Senior Vice President for Health Sciences, and the Senior
        Vice President for Business and Finance, is responsible for
        making the final determination, after disposition of the
        Action, whether the volunteer will be indemnified under
        Policy 07-06-07, Defense and Indemnification of Volunteers.

        General Counsel is responsible for determining whether to
        defend or indemnify the volunteer pending final disposition
        of the Action providing in-house counsel or selecting outside
        counsel, and supervising the legal defense provided or
        indemnified.

V.      PROCEDURE

        Responsibility          Action

        Volunteer            1. Notify General Counsel in writing
                                immediately upon becoming aware of a
                                substantial possibility of an Action.

                             2. 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 made 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 volunteer's
                                   case or increased the costs of
                                   defense in any way.

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

        NOTE:  The University may, in its sole discretion, decide to
        defend or indemnify a volunteer, in whole or in part, in
        advance of the final disposition of the Action, upon receipt
        of an agreement by or on behalf of the volunteer to repay any
        indemnification if it is ultimately determined that the
        volunteer should not have received indemnification under law,
        agreement, or University policy.

        General Counsel      3. Decide whether to make the advance
                                defense or payments described above.

                                -  The decision may be appealed, in
                                   the academic area, to the Provost
                                   or Senior Vice President for
                                   Health Sciences, or, in the case
                                   of non-academic volunteers, to the
                                   Senior Vice President for Business
                                   and Finance, whose decisions on
                                   advance defense and payments shall
                                   be final.

        Committee on
        Indemnification      4. Make the final determination, after
                                disposition of the Action, whether
                                the volunteer shall be indemnified.

        General Counsel      5. If the University tentatively
                                determines, before the final
                                disposition of the Action, to defend
                                or indemnify the volunteer, select
                                competent in-house or outside
                                counsel, and supervise the cost,
                                quality, and strategy of any legal
                                defense provided or indemnified,
                                except to the extent that doing so
                                would constitute a conflict of
                                interest, in which case other
                                appropriate arrangements shall be
                                made.

        Volunteer            6. Cooperate fully in the defense of the
                                Action.

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

                             7. Promptly notify General Counsel of any
                                personal or other insurance coverage
                                which provides for defense and/or
                                indemnification.

                                -  The University may require that any
                                   available benefits under such
                                   insurance be exhausted before
                                   providing benefits under the
                                   Defense and Indemnification of
                                   Volunteers policy.

                             8. Promptly notify General Counsel in the
                                event an entity apart from the
                                University with which the volunteer
                                was connected in the course of the
                                actions or omissions that gave rise
                                to the Action may be obligated or
                                able to provide defense and/or
                                indemnification.

                                -  The University may require that any
                                   available benefits from such
                                   entity (or its insurers) be
                                   exhausted before providing
                                   benefits under the Defense and
                                   Indemnification of Volunteers
                                   policy.

                             9. If requested by the University,
                                produce proof of any such alternative
                                sources of protection described in
                                steps 6 and 7 above, or lack thereof.

VI.     REFERENCE

        -    Policy 07-06-07, Defense and Indemnification of
             Volunteers.