I. Scope

This Conflict of Interest Policy for Faculty and Staff (“Policy”) applies to all faculty and staff (“Covered Individuals”). This Policy does not apply to the Board of Trustees and Senior

Administrators. For Conflicts of Interest as to those parties please refer to the Conflict of Interest Policy for Trustees and Senior Administrators. ¹ Please see Section IX of this Policy for the definitions of capitalized terms contained below.

II. Policy Statement

The College regards Covered Individuals as people of high integrity and ethical standards and expects them to act accordingly. All decisions of Covered Individuals must be made solely on the basis of a desire to advance the best interests of the College and the public good.

III. Policy

In accordance with this Policy, all Covered Individuals of the College have an obligation to fulfill their responsibilities in a manner that does not give rise to an Actual or Potential Conflict of Interest, as defined by this Policy. Any decision that could result in an Actual or Potential Conflict of Interest must be avoided.

Covered Individuals may have relationships and affiliations that may raise questions about Conflicts of Interest. Although many such Conflicts of Interest are and will be deemed inconsequential, every Covered Individual has an ongoing responsibility to disclose situations that involve personal, familial, ethical, legal, or Business Relationships that could arise to the level of a Conflict of Interest.

Under this Policy, each Covered Individual is required to:

• Be familiar with the terms of this Policy;
• Avoid any Actual or Potential Conflicts of Interest involving the College in accordance with this Policy;
• Disclose Actual or Potential Conflicts of Interest involving the College as soon as the Covered Individual becomes aware of them in writing to their immediate supervisor (for staff) or the Provost/Senior Vice President for Academic Affairs (for faculty); and
• Refrain from participating in any transactions or decisions involving the College and/or remove themselves from a position of decision-making authority with respect to any situation in which they have any Actual or Potential Conflicts of Interest involving the

The following is a partial list of activities or actions that merit case-by-case examination to determine whether they create a Conflict of Interest that should either be managed appropriately or eliminated. This list is not exclusive and other situations may require case-by-case examination as well:

• Consulting activities;
• The purchase of goods or services for the College from businesses in which the Covered Individual or a Family Member has a financial interest, or as a result of such purchase, may directly benefit;
• Receipt of gifts, gratuities, loans, or special favors (including trips or speaker’s fees) from research sponsors or vendors;
• Holding of an ownership interest by the Covered Individual or a Family Member in any real or personal property leased or purchased by the College;
• Holding of an equity, royalty, or debt instrument interest by the Covered Individual or the Covered Individual’s Family Member in an entity providing to the College financial support, including research or other support or services, when such support will benefit the Covered Individual or Family Member;
• Receipt, directly to the Covered Individual from non-College sources of cash, services, or equipment provided in support of the Covered Individual’s College-related activities;
• Memberships on board of directors, councils, or advisory groups (or similar bodies) of governmental, for-profit, or not-for-profit entities that have a relationship with the College;
• Use of information received in one’s position at the College for personal purposes;
• A Covered Individual or a Family Member accepting employment with or compensation from any entity which provides services or goods to the College; and
• Employment or promotion of a Covered Individual’s Family Member that results in the Family Member reporting directly to the Covered Individual.

IV. Disclosure Review

All Conflicts of Interest under this Policy shall be shared with the College’s General Counsel, who will assist with the resolution of the disclosed Conflict of Interest.

V. Gifts

Covered Individuals shall not encourage or accept gifts, payments or favors (“’Gifts”) for themselves or Family Members, from any individual or entity that to the Covered Individual’s knowledge, has Transacted Business or seeks to Transact Business, with the College. Gifts of a nominal value (generally less than $250) may be accepted, such as small speaker’s gifts or promotional items. Acceptance of a modest meal or refreshments in connection with attendance at professional meetings and events sponsored by industrial, technical, professional, or educational associations is permissible. The provision of moderately priced meals or refreshments is also permissible as part of business meetings that advance the College’s interests and relationships. If an employee or department receives a gift that does not comply with this Policy, the gift should be returned, and the vendor requested to refrain from offering gifts in the future. If the gift cannot be returned the individual receiving the gift should consult with their supervisor (for staff) or the Vice President for Academic Affairs (for faculty) to discuss alternatives, such as repayment of market value or donation.

VI. Confidentiality

Covered Individuals may not use College documents, data, and information acquired as a result of service to the College for any purpose unrelated to College business; request College documents, data, and information other than for College business purposes; or provide any such documents, data, and information to any third party without proper authorization.

VII. Actions Not Void or Voidable

No transaction or action undertaken by the College shall be void or voidable, or may be challenged as such by an outside party, by reason of having been undertaken in violation of this Policy or the principles set forth herein.

VIII. Noncompliance

Failure to disclose Actual or Potential Conflicts of interest or failure to abide by this Policy may result in sanctions up to and including removal from current position or termination of employment.

IX. Definitions

• Business Relationship – One in which a Covered Individual (or a Covered Individual’s Family Member), serves as an officer, director, employee, partner (greater than 5%), trustee, agent, or stockholder (greater that 5%) of an organization that does business with the Covered Individuals are not deemed to have a material financial interest in a publicly traded entity by reason of an investment in that entity through another publicly traded entity, such as through a mutual fund, where the party does not control investment decisions for such entity.
• College – Ursinus College, its departments, divisions, and
• Conflict of Interest – No definition of conflict of interest can be sufficiently inclusive to cover all possible forms of such conflict. Covered Individuals have an affirmative responsibility to identify all Actual or Potential Conflicts of Interest in whatever forms so that the College may determine whether a Conflict of Interest exists. The College offers the following non-exclusive definitions as guidance:
  • Actual Conflicts of Interest – Actual Conflicts of Interest are, most generally, situations in which Covered Individuals have interests or relationships, including personal or Business Relationships that might reasonably be construed to affect their independent, unbiased judgment when making or participating in the making of decisions on behalf of the College where such decisions will or could materially benefit them directly, indirectly, or their Family Members.
  • Potential Conflicts of Interest – A potential conflict of interest occurs when a Covered Individual’s personal or private interests or Business Relationships might lead an independent observer reasonably to question whether the individual’s professional actions or decisions are influenced by the considerations of a Business Relationship or significant personal interest, financial or otherwise. A Covered Individual is considered to have a potential conflict of interest when:
    • The Covered Individual or any Family Member may receive a financial or other significant benefit as a result of his/her position at the College;
    • The Covered Individual or any Family Member has the opportunity to influence the College’s financial, business, administrative, or other material decisions in a manner that leads to his/her (or a member of his/her Family’s) personal gain or advantage; or
    • The Covered Individual or any Family Member has an existing or potential financial or other significant interest, which impairs or appears to impair the Covered Individual’s independence in the discharge of their responsibilities to the College.
  • Family Member – A spouse, domestic partner, parent, sibling (whether whole, half blood, or step), child (natural or adopted), grandchild (including spouses of siblings, children, and grandchildren), any other member of a Covered Individual’s household, or any other relative or person who does or could exert influence over the Covered
  • Transacting Business includes the full spectrum of the College’s actual or prospective commercial activities, including but not limited to purchasing, selling, hiring, contracting, investing, licensing, and leasing.

X. Effective Date

This Policy is effective on the date that it is finally approved by the President and President’s Council.

XI. Date of Approval:

Approved by the President and President’s Council in April 2024

¹ That policy applies to (1) all regular, voting members of the Ursinus College Board of Trustees and (2) the College’s senior administrators, i.e., the President, Vice Presidents, Associate Vice Presidents, and others as the Board of Trustees or Audit Committee may define from time to time.