The University shall indemnify all faculty members, other academic personnel, and professional employees ("covered persons") against expenses and liabilities (including attorneys' fees, costs, judgments and fines) actually and reasonably incurred by them in connection with, or resulting from, any action, suit or other proceeding, whether civil, criminal, administrative or investigative, to which they are a party arising out of any actual or alleged act or omission within the scope of their duties on behalf of the University (a "covered proceeding"). Covered proceedings do not include actions, suits, or other proceedings, whether civil, criminal, administrative or investigative, initiated by the University.

The University, in its sole discretion, shall be entitled to assume and control the defense of a covered proceeding. If the University chooses not to assume and control the defense of a covered proceeding, it shall have the right to approve in advance any legal counsel engaged by a covered person for that proceeding. The University shall have the sole discretion to make or approve any settlement of a covered proceeding.

The University shall have no obligation to indemnify a covered person in relation to matters in which he or she is finally adjudged to be liable because of bad faith, fraud, willful or wanton misconduct, commission of a crime, a knowing violation of law, or individually liable to the University. The University's indemnity obligation shall not apply with respect to any covered proceeding that is settled predicated on the existence or reasonable likelihood of liability based on a covered person's bad faith, fraud, willful or wanton misconduct, commission of a crime, knowing violation of the law, or individual liability to the University.

To be indemnified under this policy, a covered person must promptly notify the Office of Legal Counsel of any threatened or commenced covered proceeding, and provide the University with all information and full cooperation as requested by the University.