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Consulting & Professional Services Liability Protection

INTENT

On May 26, 1987, reflecting the wish of TRIUMF to provide protection to TRIUMF employees from various types of liability that they may be exposed to when involved in TRIUMF related duties and assignments, the Board of Management adopted Motion #343, in the following terms:
TRIUMF hereby undertakes to hold any director, officer or employee of TRIUMF harmless, and agrees to indemnify them, or their respective estates, against any liability, costs or expenses they sustain or incur by reason of having acted or acting honestly and in good faith in the course of their assigned duties as a director, officer or employee.

The purpose and intent of this Policy are to give effect to that Motion.

INDEMNIFICATION

1. TRIUMF will indemnify any director or former director, officer or former officer, employee or former employee, or their respective estates (the "Professional") with respect to any claim of the nature described herein, whether civil or criminal, (other than an action by or in the right of TRIUMF) by reason of the fact that the Professional is or was a director, officer or employee or TRIUMF, or due to any act, error, or omission of the Professional in the course of his or her assigned duties with TRIUMF.

2. TRIUMF's indemnification will extend to expenses (including legal fees and disbursements), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by TRIUMF) actually and reasonably incurred by the Professional in connection with such action or proceeding if the Professional acted or omitted honestly, without willful neglect or blindness, and in good faith in the course of his or her assigned duties. TRIUMF's indemnification does not extend to criminal or administrative charges where the Professional had reasonable grounds to believe that his or her conduct was unlawful.

3. As a condition of TRIUMF's indemnification, the Professional shall as soon as practicable give TRIUMF written notice of any claim or charge made against him or her for which indemnification could or will be sought.

4. If TRIUMF is obligated to indemnify the Professional, it shall be entitled to assume the defence of the action or proceeding. If TRIUMF elects to do so, it shall be entitled to take all such steps, including the selection and appointment or counsel and other advisors or experts. Further, TRIUMF shall be at liberty to settle the claim, action or proceeding at any time provided that such settlement holds the Professional harmless (as described in the Board's motion).

5. Where there is a possible conflict between the respective legal positions of TRIUMF and the Professional, the Professional shall be at liberty to retain his or her own counsel in connection with that matter and be reimbursed or indemnified for his legal expenses under the policy. TRIUMF shall have no obligation to pay the fees and expenses of counsel retained by the Professional with respect to any claim, action or proceeding outside of the scope of TRIUMF's indemnification (as described in paragraph 1 and 2 herein). Further, TRIUMF will not indemnify the Professional for any order of special costs or punitive damages where those damages or costs were incurred as a result of the Professional having acted dishonestly or in bad faith, or expenses or solicitor-client costs that were unreasonably incurred by the Professional.

6. Where TRIUMF elects to assume the defence of the action or proceeding, the Professional shall fully cooperate with and make all necessary attendances on TRIUMF, its insurers, and their legal counsel and shall attend all necessary examinations, hearings, trials and other proceedings in the defence of the claim or action.

RESPONSIBILITIES

1. The administration of the Policy is the responsibility of the Director of TRIUMF.