Resolution of The Board of Trustees of Purdue University Clarifying and Reaffirming Policy on Indemnification*

WHEREAS, the Board of Trustees (the "Board") of The Trustees of Purdue University (the "Corporation"), at a stated meeting of said Board held June 1 5,1979, adopted a certain Resolution establishing conditions and procedures under which the Corporation will provide a defense for, and indemnify or hold harmless, Purdue University personnel with regard to uninsured claims made or lawsuits brought against them, arising out of matters related to the performance of their employment by or services for the Board, the Corporation, or the University; and

WHEREAS, the Board amended its Resolution at a stated meeting held November 16, 1984, by delegating to the President of the University the authority to grant the protection provided for in the Resolution; and

WHEREAS, the Board further amended said Resolution at a stated meeting held July 16,1993; and

WHEREAS, the Board now desires to reaffirm the general purpose of said prior Resolution, and to clarify certain of its provisions and simplify certain procedures contained therein;

IT IS HEREBY RESOLVED by the Board as follows:

Purdue University Policy Regarding Defense and Indemnification of Employees

1. Best Interest Of The University. The Board of Trustees has determined that it is in the best interest of the University to defend and indemnify employees of the University against claims, actions, suits or proceedings under the circumstances outlined below.
2. Defense And Indemnity. Subject to paragraphs 3-5, it shall be the policy of The Trustees of Purdue University to defend and indemnify any employee of the University against any threatened or asserted claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether groundless or otherwise, arising out of any actual or alleged act or omission within the scope of the employee's employment by the University. Such defense and indemnification shall include attorneys' fees, costs, expenses, judgments, fines, penalties, punitive damages and amounts paid in compromise or settlement.
3. Definition Of Employee. "Employee" includes persons presently or formerly acting on behalf of the University or any affiliate of the University, whether temporarily or permanently and whether with or without compensation, including: officers and members of the Board of Trustees; officers of the University or any affiliate of the University; persons employed by the University or any affiliate of the University; volunteers when their work is accepted, contracted for or consented to by the University or any affiliate of the University and who are under the direction and control of the university or any affiliate of the University; and persons serving as a member of a board, task force, commission or committee established by the University or any affiliate of the University to advise on matters of policy, procedure or employment decisions. "Employee" does not include an independent contractor except to the extent that certain independent contractors are deemed to be "public employees" under LC. 34-6-2-38(b).
4. Eligibility. To be eligible for defense and indemnity under this policy, an employee must have acted in good faith and in a manner the employee reasonably believed to be in or not opposed to the best interests of the University, and with respect to any criminal action or proceeding, the employee must have had no reasonable cause to believe the conduct was unlawful. The Board of Trustees shall have no obligation to defend or indemnify an employee in the event of bad faith, malfeasance in office or employment, or willful or wanton neglect of duty. There shall be no duty to defend or indemnify an employee with respect to an action brought by the Board of Trustees or its authorized representatives. To be eligible for defense and indemnity under this policy, an employee must (i) give prompt written notice to the President of the University of the claim, action, suit or proceeding, (ii) request a defense by the University, and (iii) provide complete disclosure and cooperation in the defense of the claim, action, suit or proceeding. The Board of Trustees shall have no obligation to defend or indemnify any employee with respect to any claim, action, suit or proceeding which falls within the coverage of any insurance policy carried by the University.
5. Determination Of Eligibility. The President shall determine the eligibility of an employee to receive the protections provided by this policy. The President may impose any limitations, exceptions or conditions on such determination which he or she finds to be in the best interest of the University. The President shall make this determination in writing and shall provide a copy, together with any such limitations, exceptions or conditions, to the employee. An employee who disagrees with the President's determination of eligibility, or with any limitations, exceptions or conditions imposed by the President, shall have ten days after receiving the President's written determination within which to request a review by the Executive committee of the Board of Trustees. Any request for review of the President's determination shall be initiated by delivering a written request for review to the Secretary of the Board of Trustees within the ten day period. The chair of the Board of Trustees shall determine the eligibility of the President and other Trustees to receive the protections provided by this policy, unless the chair is also the subject of, or defendant with respect to, such claim, action, suit or proceeding. In that event, Counsel to the Board of Trustees, or special legal counsel retained on behalf of the University by said Counsel, shall determine the eligibility of the chair and other Trustees to receive the protections provided by this policy.

*Board of Trustees 08 February 2002.