This AGREEMENT is made effective as of <INSERT DATE>,

BETWEEN:

<PARTICIPANT NAME>
(herein called the “Participant”)

and

TORONTO METROPOLITAN UNIVERSITY

WHEREAS:
A. The Industrial Engineering Undergraduate Program (the “Program”) provides relevant
experiential learning experience with practical real-world projects as partial fulfillment of the
requirements for the degree, in which a project will be carried out by students (the
“Students”) to conceive and develop a specific design and analysis; and
B. The Participant has proposed a project as further described in Appendix “A” (the “ Project”);
and
C. The parties wish to define the objectives and responsibilities of the parties in respect to the
Participant’s involvement in the Program and the undertaking of the Project;

NOW THEREFORE the parties agree as follows:

2) Responsibilities of the Participant. The Participant shall:

i) provide the necessary data and logistics for the project;

3) Responsibilities of the University. The University will:

i) assign a team of Students from the IND 70A/B course to work with the Participant;
ii) require Students assigned to the Project meet academic pre-Project requirements
established by the University prior to the Project including execution of the Project
Agreement attached as Appendix “B”;
iii) appoint a faculty member (the “Advisor”) whose responsibilities are to evaluate the
Students' performance in accordance with the academic objectives/learning outcomes
established by the University and in consultation with the staff of the Participant;

4) Confidentiality.
 i) “Confidential Information” as used herein is deemed to be any information including but
not limited to client identities, materials, records, memoranda, data and results received by
the University as a result of any Project but does not include any information,
methodologies or data:
(a) which are now, or subsequently, in the public domain;
(b) which are already in the lawful possession of a party prior to its receipt from the
other party;
(c) which are disclosed by a party with the written permission of the other party;
(d) which are lawfully obtained by a party from a third party; or
(e) which are disclosed pursuant to a court order, legal compulsion or in accordance
with legislation.

ii) During the term of this Agreement, and after the expiry or earlier termination of this
Agreement, the University will maintain in confidence all Confidential Information of the
Participant acquired by the University in the course of or incidental to the performance of
this Agreement and will not to disclose, make use of or otherwise deal with Confidential
Information of the Participant without the express written permission of the Participant,
except in the ordinary and proper performance of the University’s obligations pursuant to
this Agreement.

iii) Notwithstanding any other term of this Agreement, each party recognizes and agrees that
the other party may have independent obligations under freedom of information and
privacy protection legislation and that nothing in this Agreement prohibits either party from
complying with such obligations.

iv) The parties acknowledge that any report or conference paper developed in the course of
the Project may be shared with the wider community. The Students will provide a copy of
the proposed disclosure to the Participant at least thirty (30) days prior to presentation. At
Participant’s written request received within thirty (30) days of its receipt of such draft, the
University will remove identifiable references to Confidential Information provided by the
Participant from the proposed disclosure. The Students assigned to the Project will be able
to reference the Project, the name of the Participant and the results in their CVs and/or
portfolios.

5) Intellectual Property.

i) Intellectual property arising from the Project will be owned by the party or parties who
created it.
ii) The Participant will have a non-exclusive, royalty-free license to use the results of the
Project including intellectual property contained therein within their organization. The
Participant acknowledges that such license does not include the sale or licensing of the
results or other intellectual property to third parties and to the extent that results and
intellectual property was created by personnel or Students of the University and any such
use will require a subsequent license to be negotiated between the parties.
 iii) THE PARTICIPANT ACKNOWLEDGES THAT THE STUDENTS ARE TRAINEES WITH NO
SPECIFIC EXPERTISE. NEITHER THE UNIVERSITY NOR THE STUDENTS WILL BE
RESPONSIBLE, AND MAKE NO WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT
TO ANY ACTIONS TAKEN BY THE PARTICIPANT IN THE USE OF RESULTS, MATERIAL
OR INTELLECTUAL PROPERTY ARISING FROM THE PROJECT. IF THE PARTICIPANT
TAKES ACTION BASED ON ANY RECOMMENDATIONS OR DESIGNS OR OTHER
MATERIAL DEVELOPED BY THE STUDENTS AS PART OF THE PROJECT, THE
IMPLEMENTATION AND RESULTS OF THE ACTION SHALL BE AT THE PARTICIPANT'S
OWN RISK AND NOT THE RISK OF THE UNIVERSITY OR THE STUDENTS.

6) Term and Termination.

i) The term of this Agreement commences as of the date first written above and concludes
<180> days after the conclusion of the Project.

7) Miscellaneous.

i) Except as set out herein, each party is responsible for its own expenses relating to the
performance of its obligations under this Agreement.

ii) This Agreement, represents the full agreement between the parties concerning the subject
matter herein, and supersedes all prior agreements and understandings, written or oral,
between the parties.

iii) Neither party is considered in any way an employee, representative or agent of the other
and each party acts as an independent contractor. Neither party creates or may create any
obligation, either express or implied, on behalf of the other, except as expressly authorized
by this Agreement.

iv) Each party shall perform its respective obligations under this Agreement in an appropriate
and competent manner in accordance with the provisions of this Agreement and in
accordance with all applicable statutes, by-laws, regulations, orders, standards and
guidelines of all municipal, provincial and federal authorities having jurisdiction.

v) Neither party shall assign this Agreement or any interest herein without the prior written
consent of the other party.

vi) This Agreement is governed by and construed in accordance with the laws of the Province of
Ontario and the parties irrevocably attorn to the exclusive jurisdiction of courts of that
province and all courts competent to hear appeals therefrom.

vii) This Agreement ensures to the benefit of and is binding upon each party, its successors and
permitted assigns.

viii) This Agreement may be executed in any number of counterparts which may be exchanged
by facsimile, each of which shall be deemed an original and all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement.

TORONTO METROPOLITAN UNIVERSITY <INSERT PARTICIPANT NAME>

Name: Name:
Title: Title:
 Appendix “A”
Project Description

<INSERT>
 Appendix “B”
Project Agreement

I, as a member of the IND 70A/B Industrial Systems Design Course will be participating in a Project with
<PARTICIPANT NAME> (the “Participant”) under the supervision of my faculty advisor Dr. <NAME> (the
“Advisor”) as described in the attached Project plan.

In consideration of information and facilities made available to me during the Project and other valuable
consideration, I agree that:
1. The Project will takes place in the Winter semester of 2024 for approximately 45 hours in
duration.
2. I will fulfill the prescribed duties as outlined in Project.
3. I will keep confidential all of the Participant’s Confidential Information that I may receive or have
access to in the course of the Project.
4. I acknowledge that I may publicly list my participation in the Project on my CV or in other
biographical or profession information.
5. I will sign all documents and do all things necessary or proper to give effect to this Agreement
and any rights granted by Toronto Metropolitan University under the Project Agreement signed
between Toronto Metropolitan University and the Participant’s for the Project.
6. I acknowledge that in the course of the Project I am not an employee of the Participant.
7. I will provide such documentation as may be required by my Advisor to fulfil the academic
requirements of the Program.
By signing below, I indicate my acceptance of these terms.

Student Signature Toronto Metropolitan University Signature

Name (Type or Print) Name (Type or Print)

Date Date