1.0 Policy Purpose
The purpose of this policy is to memorialize Brown University’s established practice of defending and indemnifying a Qualified Employee acting in a Covered Role against lawsuits, claims and other proceedings brought against them individually or in their official capacities for acts or omissions in the course of serving in a Covered Role and the conditions for University approval.
2.0 To Whom the Policy Applies
This policy applies to Qualified Employees (current and former employees) as defined below.
3.0 Policy Statement
Brown University, to the extent legally permissible, shall defend a Qualified Employee against all liabilities and reasonable expenses incurred in connection with the defense or disposition of any civil or criminal action, suit, or proceeding in which they may be involved or with which they may be threatened for duties performed while serving in a Covered Role, provided that their actions are within the scope of their Covered Role, are made in good faith, and are in the best interests of the University, unless an exception applies as stated in this policy.
3.1 University Direction of Defense
The University shall direct, settle, compromise and/or otherwise defend any threatened or actual action, suit or proceeding, brought against a Qualified Employee. The General Counsel shall represent the University and/or the Qualified Employee and/or select and direct the attorneys and defense.
3.2 Obligations and Conditions of the Qualified Employee Seeking Coverage
A Qualified Employee seeking defense and indemnification under this policy must satisfy the following obligations and conditions:
- submit to the Office of the General Counsel any summons, complaint, pleading, process, notice, demand, letter, or other document or communication setting forth the threatened or actual claim brought against the Qualified Employee promptly after receiving such document or communication; and
- complete and submit the approved Request Form to the General Counsel seeking defense and indemnification and affirm (i) that they were acting within the scope of their University duties; (ii) agree that the University has the right to control and direct the defense and/or settlement of any such claim(s), including the selection of legal counsel for the Qualified Employee; and (iii) agree to cooperate continuously and fully with the University and its counsel in the defense of the claim or action or any other proceeding.
3.3 Separate Counsel Retained by a Qualified Employee
A Qualified Employee has the option to retain their own counsel, in addition to University-provided counsel, at their sole expense, with no contribution or reimbursement from the University.
An employee will not be considered as a Qualified Employee and Defense and Indemnification will be denied under this policy for any employee with respect to:
- any proceeding in which the employee is determined not to have acted in good faith or in the reasonable belief that their action was in the best interests of the University or a material violation of University policies;
- any action or claim initiated by the employee (or an entity controlled by them), against the University, its affiliated entities, or any of its officers, employees, faculty, students or members of governing boards;
- any investigation, review, action, claim, hearing, or other dispute resolution proceeding which the University conducts or directs concerning the employee;
- any act or omission of the employee which the University determines constitutes criminal misconduct, intentional wrongdoing, recklessness, malice, fraud, defamation, or gross negligence. In the case of a criminal proceeding, the employee had no reasonable cause to believe that such action was unlawful; or
- any matter in which the University determines that the Employee has received an improper personal benefit directly or indirectly.
If facts are learned subsequently that would meet one of these exclusions, the University reserves the right to change its decision on defense and indemnification and the employee must repay any expenses, settlements or judgments if the University demands repayment. If facts are learned subsequently that would absolve the employee, the University may change its decision and reimburse the employee for any reasonable expenses incurred in defense of the matter. The decision on defense and indemnification is not subject to University appeal or grievance.
For the purpose of this policy, the terms below have the following definitions:
Covered Role shall mean any University administrative, executive, managerial, professional or fiduciary role, or, when requested by the University, such role in any other corporation, trust or organization (including any pension plan). The University’s defense and indemnity for clinical faculty (those with University faculty appointments who are employed by a third party to provide clinical services) is limited to their acts or omissions made in carrying out their University functions, and not for any clinical services they render.
Qualified Employees shall mean the University faculty, staff, and student employees who are or were serving in a Covered Role, provided that their actions are or were within the scope of their Covered Role, and are or were made in good faith and are or were in the University’s best interests. Each Qualified Employee is expected to comply with federal and state laws.
All individuals to whom this policy applies are responsible for becoming familiar with and following this policy. University supervisors and employees with student oversight duties are responsible for promoting the understanding of this policy and for taking appropriate steps to help ensure and enforce compliance with it.
Office of the General Counsel (OGC): Upon receipt of a written request seeking defense and indemnification, OGC will ensure that the policy is given effect. OGC has authority to make all determinations regarding whether defense and indemnification requests will be granted, the selection of counsel, and whether and how the matter will be litigated, settled, or otherwise resolved. All decisions will be made on a case by case basis and communicated in writing. If the person seeking defense and indemnification is the President or the General Counsel, the Corporation shall make all determinations under this policy.
6.0 Consequences for Violating this Policy
7.0 Related Information
Brown University is a community in which employees are encouraged to share workplace concerns with University leadership. Additionally, Brown’s Anonymous Reporting Hotline allows anonymous and confidential reporting on matters of concern online or by phone (877-318-9184).
The following information complements and supplements this document. The information is intended to help explain this policy and is not an all-inclusive list of policies, procedures, laws and requirements.
7.1 Related Policies
7.2 Related Procedures
7.3 Related Forms
7.4 Frequently Asked Questions
7.5 Other Related Information
Policy Owner and Contact(s)
Policy Owner: Vice President and General Counsel
Policy Approved by: The Corporation of Brown University
Policy Issue Date:
Policy Effective Date:
Policy Update/Review Summary: