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Whom does the General Counsel's Office represent?

The General Counsel's Office provides legal advice and representation to ¸ÌéÙÖ±²¥ University. ¸ÌéÙÖ±²¥ and all of its schools and departments are one legal entity. In that capacity, the attorneys advise the Trustees, Officers, Faculty and Staff, all in their official capacities, on various issues impacting the University. To the extent different areas of the University have different viewpoints on any issue, the President, or if the situation requires, the University's Trustees, have final authority.

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Will the University represent me if I am sued individually?

In most instances, if you are being sued as a result of acts or omissions within the scope of your University employment and authority, and the acts or omissions were in good faith and were lawful, you likely will be provided a defense and represented by the University.

The major responsibility of the General Counsel's Office is to represent the University. As such, if during the course of any representation of both the University and an individual employee, a conflict of interest arises, University counsel will cease representation of the individual and remain counsel to the University. Separate counsel will be assigned to the employee, as appropriate.

If you are being sued because of personal activities, the University will not defend or represent you.

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Which lawyer do I contact for my particular legal issue?

A general reference guide can be found on the General Counsel website.  If your question does not fall within the groupings listed, you should contact the Office at ext. 9-7857 or email Barbara Allen, Adele Vecchiolli or Christina Fakette and your matter will be directed to the appropriate attorney.

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Is my conversation with a member of the General Counsel’s Office confidential?

The attorney-client privilege preserves the confidentiality of communications between lawyers and their clients.  The privilege protects individuals and institutions.  Communications may be privileged whether they are oral, written or electronic.

A memorandum from one administrator to another concerning a legal matter typically is not privileged.  For the privilege to exist, the communication must be to, from, or with an attorney.  In addition, the communication must be for the purpose of requesting or receiving legal advice.

Communications must be kept confidential for the privilege to apply.  If the substance of attorney-client communication is disclosed to persons outside the University – or even to persons within the University who are not directly involved tin the matter -  the privilege may be destroyed.  Therefore, before forwarding an email from an attorney that contains legal advice, please consult with the attorney in advance.

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Will the General Counsel's Office help me with personal legal questions?

No. The office's role is to provide legal services for the University. For assistance in finding a lawyer to assist you with a personal matter, you may contact the Delaware County Bar Association Lawyer Referral Service at info@delco.pa.barristersclub.com or the Montgomery County Bar Association Lawyer Referral Service at 610-279-9660 Option 3.

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I received a visit from the sheriff or I received paperwork in the mail asking me to accept service of a complaint in connection with a lawsuit. What should I do?

If you are named individually in a lawsuit, you may accept service (i.e., sign a paper of acceptance) only for yourself. Otherwise, you should not accept service of any complaint for either the University or any other individually named defendants or respondents. All such complaints should be referred to the General Counsel's Office for handling.

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I received a subpoena to appear as a witness in a case. What should I do?

If the matter for which you have been subpoenaed involves your duties or activities at the University, contact the General Counsel's Office for further instruction. If the matter is unrelated to the University, you should contact your personal attorney.

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I received something called a "subpoena duces tecum" asking me to turn over University-related documents. How do I respond?

Because of the increasing complexity of state and federal laws governing access to information and the potential privacy rights of individuals whose personal information is being sought, all requests for records should be immediately forwarded to the General Counsel’s Office. Please see our information regarding subpoenas for more details on this process.

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I was contacted by a law enforcement officer about University matters. What should I do?

When contacted by a law enforcement officer seeking access to records or files, or requesting to interview faculty, students or staff, you should be polite, and state that the University will generally cooperate, but only in consultation with its legal counsel. You should request a copy of any subpoena or search warrant under which the officer is operating and immediately contact the General Counsel's Office.

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What is a contract?

A contract is any agreement, whether oral or written, where there is:

• a mutual exchange of promises
• with reasonable, understandable terms and conditions
• that binds the parties to perform the responsibilities described.

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What should a contract contain?

A contract should contain certain basic information necessary to understand the intent of the parties, such as:

• the names of the parties,
• the dates or term of the agreement,
• a clear description of the responsibilities and obligations of the parties,
• the terms of payment (if applicable),
• a procedure for termination or renewal of the agreement, and
• a signature line for the authorized individuals executing the agreement.

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Is a "memo of understanding" or an "agreement" a contract?

Yes. The word "contract" is not necessary for an agreement to be a contract. For example, an agreement negotiated by an exchange of letters or emails can be a contract. A document called a "memorandum of understanding" is a contract. An oral agreement can be a contract. Contracts will vary in their complexity based on the nature of the goods or services at issue or the monetary value of the contract. If there is any doubt about whether an agreement is a contract, contact the General Counsel's Office.

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What documents do I need to send to the General Counsel's Office for review/drafting?

All proposed contracts and financial commitments in excess of $25,000 over the term of the contract or commitment must be reviewed, and approved by the General Counsel's Office. In addition, any contract involving the following MAY NOT be signed without prior review by the General Counsel's Office:

• the use of the University's facilities;
• the use of the University's intellectual property, including trademarks and logos;
• contracts that require the University to provide indemnification or insurance to an outside party;
• contracts involving the lease or purchase of real estate;
• contracts in which members of the University community or third parties are engaging in high-risk activities;
  
• contracts in which the University provides off-campus or online education programs;
• contracts in which a non-University party will create, process, store, receive or access student records, employee records or other sensitive or personally identifiable information; and
• contracts binding the University to confidentiality, non-competition, non-solicitation, no-hire or non-disclosure commitments.

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I have a document that needs to be executed on behalf of the University; who is authorized to sign it?

The ¸ÌéÙÖ±²¥ University Signing Authority and Contract Review Procedure outlines which individuals are permitted to execute and sign contracts and other instruments on behalf of ¸ÌéÙÖ±²¥ University. This procedure can be found online.

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I have received a notice from an estate regarding a gift that has been left to the University; what should I do with this information?

All of the original estate documents, including any checks and receipts for funds, should be sent to the Director of Planned Giving in University Advancement. University Advancement will coordinate the review and execution of all necessary paperwork relating to the gift with other pertinent departments.

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Who owns the rights in intellectual property that I create while I am employed by the University?

The University has established an  to address the different types of intellectual property created at the University and who owns them. In general, all copyrightable intellectual property developed by employees of the University while functioning in the capacity of employee or using University property, equipment, or resources belongs to the University, subject to the provisions described in the Intellectual Property Policy.

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I want to copy some articles to hand out to my class, do I need permission from the holder of the copyright before I do that?

Consistent with the requirements of the United States Copyright law, the University has adopted a policy that sets forth the basic limitations on what will be considered permissible copying of copyrighted material. The Copyright section of this website provides more detail on the University's policies and procedures related to copyrighted material.

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Who can give me permission to use the ¸ÌéÙÖ±²¥ name and logos?

The Vice President overseeing your area, in consultation with the Office of University Communications and Marketing, is responsible for approving your use of the ¸ÌéÙÖ±²¥ University name or trademarks. See the

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I have a complaint to make about my employment. What do I do?

The answer depends on the nature of your complaint and the nature of your employment.

• The staff policy and procedure for filing a grievance can be found on the Human Resources website.
• The grievance policy and procedure for full-time faculty can be found on the Office of the Provost.

If the complaint involves an allegation of harassment or discrimination the relevant policies and procedures can be found on the Human Resources website.

If the complaint involves an allegation of sexual harassment, please refer to the policy and procedure found on the Human Resources website, and questions may be directed to the Title IX Coordinator or a Deputy Title IX Coordinator.

Any additional questions should be directed to Academic Affairs, for faculty, or Human Resources, for staff.

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To whom should I report illegal or fraudulent activity?

Individuals are encouraged to report illegal or fraudulent activity to a supervisor, manager, the Human Resources Department or the Dean of the employee's school or college. If for any reason an employee is uncomfortable directly reporting the incident to any of these individuals, he or she may report to the Vice President overseeing the person alleged to have engaged in the wrongdoing or the Vice President overseeing the affected area. Students may report their complaints to the Dean of their college or school or the Dean of Students. The University's full Policy Prohibiting Illegal, Dishonest or Fraudulent Conduct and the procedures for reporting any incidents can be found on the Human Resources website.

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I received a summons to appear for Jury Duty. Can I get released from duty?

You should comply with the rules of the court and county where you have been called for jury duty. Generally, this means that you need to appear at the time and date specified when summoned for jury duty. When you receive a notice or summons to appear for jury duty, notify your departmental administrator immediately and provide him/her a copy of the notice/summons.

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I have been contacted by a third party and have been asked to forward to them a copy of a student's transcript and student file. Do I have the authority to access these files and forward them to a third party?

Normally, no. While a school official, including a member of the faculty, may have access to and obtain a copy of a student's education record for a legitimate educational interest, ordinarily the student's education record is confidential and cannot be viewed, accessed, or released without the student's explicit permission. The Family Educational Rights and Privacy Act of 1974, also known as the Buckley Amendment, is a Federal law that limits the disclosure of a student's education record in order to safeguard the privacy of this information. See FERPA link.

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I have questions about the required insurance coverage for a vendor coming on campus or need a copy of the University's certificate of insurance. Who should I contact?

You should contact the Office of Insurance and Risk Management. This Office has a very informative web site.

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What should I do if I witness or am the victim of a crime?

In the event of an emergency in progress please dial x4444 immediately from any campus phone. Members of the ¸ÌéÙÖ±²¥ community can confidentially report crimes to Public Safety via the Department's Anonymous Crime reporting website or via the Anonymous Crime Reporting Tip Line at (610) 519-6999. Those who do not wish to remain anonymous can contact Public Safety at (610) 519-6979.

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To whom should I report an accident that occurs on University property or at a University-sponsored event?

After ensuring everyone's safety by contacting the Public Safety Department at (610) 519-6979 or ¸ÌéÙÖ±²¥ Emergency Management Services (VEMS) at (610) 519-4444, accidents should be documented with the University's Insurance and Risk Management department. The reporting procedures and necessary forms for documenting an accident can be found on that Department's website.

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What should I do if I suspect child abuse of a child I have come into contact with at ¸ÌéÙÖ±²¥?

All employees who, in the course of their employment, come into contact with children, know, see or have a reasonable cause to suspect that a child is being abused, must report the abuse. For further information, see our child abuse policy.

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