Letter of Intent Example Uottawa

LETTER OF INTENT: ACADEMIC-INDUSTRY PARTNERSHIP

Document Control:

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: Province of Ontario, Canada
• Scope: University of Ottawa ("uOttawa") Strategic Collaboration

1. LEGAL DISCLAIMER

NOTICE: This Letter of Intent (LOI) serves as a formal expression of interest and an outline of foundational terms. Save for specific clauses noted as "Binding" (Confidentiality, Exclusivity, Governing Law), this document is non-binding and does not constitute a legal obligation to enter into a definitive agreement. Parties shall incur no liability until a final, executed Master Research/Collaboration Agreement is ratified by authorized signatories.

2. PARTIES & DEFINITIONS

• University: University of Ottawa, having its principal office at 75 Laurier Ave E, Ottawa, ON K1N 6N5.
• Partner: [Full Legal Name of Company], a corporation incorporated under the laws of [Jurisdiction], having its registered office at [Company Address].
• Project: [Brief description of the research, internship, or collaborative initiative].
• Effective Date: This LOI shall commence on [Date] (the "Effective Date").

3. OPERATIVE CLAUSES & TERMS

1. OBJECTIVE: The Parties intend to collaborate on the Project to achieve the following: [List primary deliverables/goals].

2. RESPONSIBILITIES:

• University: Shall provide [Access to Faculty/Labs/Students/Data] subject to internal policies.
• Partner: Shall provide [Financial support, equipment, mentorship, or proprietary data] as mutually agreed upon in the definitive agreement.

3. INTELLECTUAL PROPERTY (IP): The Parties acknowledge that any existing IP remains the property of the originating Party. Any Foreground IP generated during the Project shall be governed by the University’s Policy 71 or a separate IP Assignment Agreement.

4. CONFIDENTIALITY (BINDING): Each party agrees to hold in confidence all proprietary information received from the other party and shall not disclose such information to third parties without prior written consent, for a period of [Number] years from the Effective Date.

5. EXCLUSIVITY (BINDING): For a period of [Number] days following the Effective Date, the Parties agree to negotiate in good faith exclusively with one another regarding the Project.

6. TERM AND TERMINATION: This LOI shall remain in effect for [Number] months unless superseded by a formal contract or terminated by either party with [Number] days’ written notice.

7. GOVERNING LAW (BINDING): This LOI shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

4. SIGNATURES & ACKNOWLEDGMENT

FOR: UNIVERSITY OF OTTAWA Name: ___________________________ Title: ____________________________ Date: ____________________________

FOR: [COMPANY NAME] Name: ___________________________ Title: ____________________________ Date: ____________________________

5. STEP-BY-STEP EXECUTION GUIDE

• Review Compliance: Ensure the proposed collaboration aligns with uOttawa’s Policy 71 (Intellectual Property) and Policy 22 (Conflict of Interest) before routing to the Office of Vice-President, Research and Innovation (OVPRI).
• Legal Vetting: The "Binding" clauses (Confidentiality/Exclusivity) must be vetted by the Legal Counsel of the Partner company and the uOttawa Office of General Counsel to ensure they do not conflict with existing master agreements.
• Definitive Agreement: This document serves as a placeholder; do not initiate capital expenditure or sensitive data transfer until a formal "Master Research Agreement" (MRA) or "Memorandum of Understanding" (MOU) is fully executed.
• Final Filing: Digital copies must be stored in the central compliance repository; physical copies should be maintained by the lead faculty member and the corporate partner’s project lead for the duration of the Project.