Letter of Intent Template Uoft

LETTER OF INTENT: ACADEMIC/OPERATIONAL PARTNERSHIP

DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: Province of Ontario, Canada
• Scope: University of Toronto (UofT) Research/Commercial Collaboration

1. LEGAL DISCLAIMER & NOTICE

This document is a formal Letter of Intent (LOI) outlining the preliminary understanding between the parties. Except for clauses explicitly designated as "Binding," this document is non-binding and serves as a framework for negotiation. It does not constitute a legally enforceable agreement to enter into a definitive transaction. Parties should consult their respective legal counsel—specifically the University of Toronto’s Innovations & Partnerships Office (IPO) where applicable—prior to final execution.

2. PARTIES

• The University: The Governing Council of the University of Toronto, located at 27 King’s College Circle, Toronto, ON M5S 1A1, represented by [Department/Faculty Name].
• The Counterparty: [Full Legal Name of Organization], a corporation incorporated under the laws of [Jurisdiction], with its principal place of business at [Address].

3. OPERATIVE CLAUSES

3.1 Objective

The parties intend to collaborate on the project titled: [Project Name/Research Initiative]. The primary objective is to [Succinct Description of Deliverable/Research Goal].

3.2 Term and Termination

This LOI shall remain in effect for a period of [Number] months from the Effective Date unless superseded by a Definitive Agreement or terminated by either party upon [Number] days' written notice.

3.3 Intellectual Property (IP)

All pre-existing IP shall remain the property of the originating party. Any foreground IP generated during the term of this LOI shall be governed by the University of Toronto’s Policy on Inventions and appropriate Sponsored Research Agreements (SRA).

3.4 Confidentiality (BINDING)

Each party agrees to maintain the confidentiality of all proprietary information disclosed during the term of this LOI. This clause survives the expiration or termination of this LOI for a period of [e.g., 3] years.

3.5 Governing Law

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 THE UNIVERSITY OF TORONTO:

Signature: __________________________ Name: [Authorized Signatory Name] Title: [e.g., Director, Industry Partnerships] Date: ______________________________

FOR [COUNTERPARTY NAME]:

Signature: __________________________ Name: [Authorized Signatory Name] Title: [e.g., CEO/CTO] Date: ______________________________

5. STEP-BY-STEP EXECUTION GUIDE

1. Stakeholder Verification: Before signing, ensure the UofT Principal Investigator (PI) has secured departmental approval. If the project involves funding or IP transfer, coordinate directly with the UofT Innovations & Partnerships Office (IPO).
2. Due Diligence: Fill all bracketed fields with clinical accuracy. Ensure the entity name matches the legal incorporation document exactly.
3. Execution: Ensure both parties sign the document. If UofT is the counterparty, verify the signatory has delegated signing authority under the University’s Policy on Signing Authorities.
4. Distribution: Distribute executed copies to the Office of Research Services (ORS) and the Counterparty’s legal department to trigger the transition to a formal Sponsored Research Agreement or Master Collaboration Agreement.