Contract Considerations

• Have you obtained internal approval for the contract?
• Do you have the authority but does prudence dictate seeking expert guidance or a one-up review?
• Have you ascertained who will be signing the contract? Refer to either Divisional Contract Execution Guidelines or Provostial Guidelines for Academic Divisions on Contracts
• Do you know what university facilities or resources (both human and material) will be utilized? 
• Are you confident that the obligations the University is assuming can be fulfilled?
• Are you certain that there are no known risks involving the health, safety, reputation or other aspects of the University?
• Have you consulted with others in the University that could be impacted by the contract?
• Will others clearly view the contract as being in the University’s best interests?
• Have you ensured that there are no actual or potential conflicts of interest arising in the agreement?
• Do you or others involved in the contract have a conflict of interest, or might there be a perception of such a conflict? If so, have you undertaken a one-up review at the outset and at the conclusion of the contract negotiations?

• Full legal name included as “The Governing Council of the University of Toronto, as represented by its [name of division/unit];”
• Governed by the laws of the Province of Ontario;
• Does not imply a partnership-type arrangement;
• Written in English.

• Includes a specified termination date and does not contain a mandatory automatic renewal clause; 
• Provides both parties with the right to terminate the contract on notice; if applicable, the contract provides for wind-down costs and work completed to be paid;
• All parties indemnify each other or assume responsibility to the other for their own negligence, breach of agreement; or the contract is silent with respect to indemnification;
• University’s commitment to general liability insurance is limited to $2 million per incident (up to $5 million in some cases); if applicable, indicates that third party carries own insurance;

• Does not impede student academic progression, graduation, or intellectual property ownership; 
• Does not bind or make commitments on behalf of other divisions or units without their consent;
• Does not restrict academic freedom;
• Does not restrict publication of research findings;
• All references to research on human subjects also indicates that the University Research Ethics Board’s approval has been obtained;
• Does not include any academic components beyond the authority of the division/unit to approve, including: granting degrees, diplomas, tenure or in some circumstances, credit; 

• No disclosure of personal information held by the University to a third party; 
• Permission is required for advertising, publicity, or use of the University of Toronto name or trademarks;
• University retains right to use intellectual property rights created by members of University community for teaching and research; 
• University owns intellectual property or right to license if contract involves intellectual property purchased by the University; and in either case, each party retains ownership of own background intellectual property rights contributed to project; no rights are granted beyond the project. 
• Does not involve creation or use of new IT or software. If so, consult with your Divisional ITS;
• Provides for payment of work completed by the University to date if terminated early.

*Exceptions may apply.