Office of the General Counsel Releases Guidance to MIT Community about Insurance, Indemnification, and Legal Representation

October 2021

The Office of the General Counsel (“OGC”) has prepared a memorandum that is available to the MIT community that provides guidance about sources of assistance that are available when an individual is subject to a legal claim or is asked to participate on MIT’s behalf in a legal proceeding.  The memo also describes the role of the OGC in providing legal advice to members of the community.

Although it does not happen often, occasionally members of the MIT community may be subject to a lawsuit or legal claim or investigation that arises out of their work or other Institute activities.  In addition, MIT community members may be asked to participate on MIT’s behalf in such proceedings, for example as a witness in an outside investigation or a lawsuit against the Institute.

As described in more detail in the memo, in almost all such circumstances, MIT can and will help.

More specifically, MIT has in place multiple types and layers of insurance policies.  These insurance policies provide protection to most employees or agents (including volunteers or those who serve on an Institute committee) who may be subject to a legal claim arising out of their MIT activities.  In cases where insurance coverage may be unavailable or insufficient, MIT has in its governing bylaws a provision that allows the Executive Committee of the MIT Corporation to agree that MIT will indemnify an employee or agent for certain liabilities, including attorneys’ fees, in connection with various types of legal matters.  These sources will almost always provide adequate protection for those acting in good faith and within the scope of their duties, but they usually are not available if MIT determines that a person’s conduct was undertaken in bad faith or the person had reasonable cause to believe their conduct was unlawful.

The memo also describes the role of the OGC – MIT’s internal law office – in providing advice to individuals in their MIT capacity.  It also addresses situations in which OGC lawyers may be limited under rules of professional responsibility from providing personal legal advice to an employee or agent of MIT.

The OGC memo can be accessed on the OGC website by those MIT community members with a valid MIT certificate.

Any questions or concerns about the information presented in the OGC memo, as well as requests for assistance from the OGC, can be sent to mitogc@mit.edu or you can contact Jay Wilcoxson at jaren@mit.edu.