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University Policy on Indemnification of Employees and Agents

  1. The University shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was an employee (including an officer, faculty member or other employee) or agent of the University or as such employee is or was serving at the request of the University as a director, officer, employee or agent or in a capacity in which he or she is deemed to be a fiduciary (as defined in the Employee Retirement Income Security Act of 1974) of a corporation or of a partnership, joint venture, trust or other enterprise or entity, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as an employee or agent or in any other capacity while serving as a trustee, director, officer, employee, agent or fiduciary of another enterprise or entity described above, against all expense, liability and loss (including attorneys' fees, judgments, fines, excise taxes assessed on any person with respect to any employee benefit plan, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith as follows.
  2. In any proceeding, a person shall be indemnified except for liabilities arising out of (a) the breach of such person's duty of loyalty to the University, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (c) a transaction from which such person derived an improper personal benefit. To the extent that a person has been successful in the defense of any action based upon matters set forth in clauses (a), (b) and (c) above, on the merits or otherwise, he shall be indemnified. In all other cases, with respect to matters described in clauses (a), (b), and (c) above, a person shall, to the fullest extent permitted by law, be indemnified if it is determined that such person acted in good faith and in a manner he or she believed to be in or not opposed to the best interests of the University and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by a majority of those Trustees who were not involved in the proceeding or, if there are no such Trustees, by independent legal counsel appointed by a majority of the Board of Trustees. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the University and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful.
  3. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the University the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred in advance of the final disposition of a proceeding shall be made only upon the condition that such person shall repay to the University all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified under this Article or otherwise.
  4. The right to indemnification shall be in addition to any and all rights to which any such person might otherwise be entitled under law, agreement or otherwise and the provisions hereof shall neither impair nor adversely affect such rights. It is the intent that the persons hereby authorized to be indemnified by the University be indemnified as fully and completely as may be allowed under law and under all circumstances and conditions. Such indemnification shall continue as to a person who has ceased to be an Employee of the University or to serve at the request of the University as a director, officer, employee, agent or fiduciary of another enterprise or entity described above and shall inure to the benefit of his or her heirs, executors and administrators.

From NORTHWESTERN UNIVERSITY STATUTES, ARTICLE VI, as adopted by the University Board of Trustees on February 9, 2002.