Frequently
Asked
Questions

An MOU is a document that contains a collection of tenets between two or more entities that intend to establish a relationship. Often MOUs act as placeholders until the parties negotiate and prepare a definitive agreement. Consult this resource for more information.

Consult this resource for a non-exhaustive list of the kinds of contracts we review.

If you require general corporate legal advice, please send your inquiry to legal@utoronto.ca. Please consult with your Chief Administrative Officer prior to engaging Corporate Services to ensure that the appropriate approvals have been obtained for the activity requiring legal advice.

Please consult this resource for more information about this

The purpose of a contract is to formalize an arrangement by setting out in writing the agreed-upon roles and responsibilities of each of the parties; the expectations as to how those responsibilities will be met; and, what the consequences are if obligations are not met.

The purpose of legal review is to make sure that all agreements entered into by the University have the proper protections in place to minimize risk and ensure the University is not assuming obligations with which it cannot comply legally, or because of our policies.

When reviewing contracts, legal counsel can perform valuable and important functions, including:

• Explaining any portion of a contract that you do not understand or that is written in ‘legalese’ (see this resource for information about Indemnity and Insurance)
• Act as your advocate during the negotiation and drafting of a contract; represent the University’s side of the deal—either indirectly by assisting you, or directly by becoming involved in negotiations with the other party and/or their lawyers.

While you will most likely need a contract whenever the University is paying money to, or receiving money from, another party, there are other, non-financial arrangements that can still pose a risk to the University.  In such cases, even if no money is exchanged between parties, you may still benefit from having a written agreement to document the rights and responsibilities of each of the parties.

For example, collaborations or Memorandums of Understanding (“MOU”) with third parties (including affiliated hospitals and other partner organizations) or arrangements for the exchange of in-kind services may not involve money, but could still involve exchanges of data, intellectual property, and other tangibles of value.  In such arrangements, it is important to think about ownership, confidentiality, use of name, and commitment of University resources, including both personnel and equipment. In these instances, an agreement is still appropriate to ensure that the University’s interests are properly protected and the roles of each of the parties is clearly defined.

No. While including legal review may be viewed as an additional step in the overall process, our involvement often saves time, complication, and money down the road.  Our goal is not to second guess business decisions or over-complicate relationships, but to minimize risk to the University as an organization and to support and enable good working relationships with third parties.

Although many relationships work perfectly well without a written agreement, a contract helps the parties clearly determine, at the outset, what the relationship is and how it will play out.  A contact which explicitly sets out the parties’ expectations will help the parties avoid future disputes and uncertainties around rights and obligations.

While our focus tends to be on contract review, drafting, and negotiation, we also provide strategic advice to support your initiatives and can help you identify overall risks and collaborate with other offices that may need to be consulted as the initiative comes to fruition (ie: FIPP; Information Security; Provost for high risk activities). We encourage you to consult with us early on to benefit from this advice.

Obtaining legal review and advice is only part of the overall process involved in approving and signing a contract. We will review the legal aspects of the agreement, but it is up to you to review the business aspects of the agreement and to make sure that the terms being agreed to are financially reasonable for your local unit/division.

For example, we cannot determine if the pricing for a good or service is fair; or if your department has the ability to meet its obligations under the contract—these are all business decisions.  We can provide pragmatic advice, but many business elements set out in a contract, including the associated risks, will need to be agreed to by those who have designated decision-making authority (ie: Dean, Chair).

• Activities described in the contract are consistent with the academic priorities of the division;
• Contract complies with ALL University policies and guidelines;
• Contract is governed by the laws of the Province of Ontario;
• Activities described in the contract do not impact the intellectual property rights of students or faculty [including publication rights];
• Contract has a start and end date and does not automatically renew;
• Contract is in English;
• Contract does not include provisions that would delay student academic progression or impede academic freedom;

Corporate Services can assist you in making this determination or work with other divisions to ensure that your contract can be amended, reviewed, or approved so that it can be considered within the ‘normal course of business.’  We can help negotiate terms with the third party so that the contract terms align with the Provostial Guidelines for Academic Divisions on Contracts.