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Enterprise Framework Agreement

Enterprise Framework Agreement Template for Nigeria

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Key Requirements PROMPT example:

Enterprise Framework Agreement

"I need an Enterprise Framework Agreement under Nigerian law for providing IT managed services to multiple banking clients, with specific provisions for data protection, cybersecurity, and service level agreements, planned to commence in March 2025."

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Document background
The Enterprise Framework Agreement serves as a master agreement under Nigerian law, designed to govern long-term commercial relationships where parties anticipate multiple transactions over time. It is particularly useful for businesses engaging in regular, repeated transactions who wish to avoid negotiating terms for each individual order. The agreement establishes standard terms, pricing mechanisms, and operational procedures while ensuring compliance with Nigerian regulatory requirements, including corporate law, competition law, and sector-specific regulations. It typically includes detailed schedules for specific aspects like services, pricing, and performance metrics, with provisions for call-off contracts that can be executed more efficiently under the pre-agreed framework terms. This type of agreement is especially valuable for complex supply chains, ongoing service arrangements, and situations requiring consistent terms across multiple transactions.
Suggested Sections

1. Parties: Identification of the contracting parties, including registered addresses and company registration numbers

2. Background: Context of the agreement, relationship between parties, and general purpose of the framework

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules

4. Framework Structure: Explanation of how the framework operates, including procedure for call-off contracts

5. Duration and Term: Initial term, extension options, and termination dates of the framework

6. Ordering Process: Procedures for placing orders under the framework, including quotation and acceptance processes

7. Prices and Payment: Pricing mechanisms, payment terms, invoicing requirements, and price adjustment provisions

8. Performance Standards: Quality standards, service levels, and performance metrics applicable to all call-offs

9. Obligations of the Supplier: Core obligations, delivery requirements, and compliance commitments

10. Obligations of the Customer: Customer responsibilities, cooperation requirements, and access provisions

11. Compliance and Regulations: Regulatory compliance requirements, including Nigerian law specific provisions

12. Intellectual Property Rights: Ownership and usage rights of IP, including pre-existing and created IP

13. Confidentiality: Protection of confidential information and trade secrets

14. Data Protection: Compliance with Nigerian Data Protection Regulation and data handling requirements

15. Liability and Indemnities: Limitation of liability, indemnification provisions, and insurance requirements

16. Force Majeure: Events constituting force majeure and consequences

17. Termination: Termination rights, grounds for termination, and consequences of termination

18. Dispute Resolution: Dispute resolution procedures, including Nigerian law requirements

19. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Change Control: Procedures for changing framework terms - include if framework likely to need adaptation over time

2. Environmental Compliance: Environmental standards and commitments - include if environmentally sensitive goods/services

3. Anti-Corruption Compliance: Detailed anti-corruption provisions - include for high-value frameworks or government contracts

4. Local Content Requirements: Nigerian local content requirements - include if in regulated sectors like oil & gas

5. Export Control: Export control provisions - include if international trade involved

6. Security Requirements: Security protocols and requirements - include if handling sensitive information/facilities

7. Business Continuity: Business continuity and disaster recovery - include for critical services/supplies

8. Parent Company Guarantee: Parent company guarantee provisions - include if supplier subsidiary requires backing

9. Currency and Exchange Rate: Currency conversion and exchange rate provisions - include for international transactions

10. Training and Support: Training and support obligations - include for technical products/services

Suggested Schedules

1. Schedule 1 - Goods and/or Services: Detailed specification of goods/services covered by the framework

2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and calculation methodologies

3. Schedule 3 - Service Levels: Detailed service level agreements and performance metrics

4. Schedule 4 - Order Form Template: Template for placing orders under the framework

5. Schedule 5 - Contract Management: Contract management procedures and governance structure

6. Schedule 6 - Key Personnel: Details of key personnel from both parties

7. Schedule 7 - Implementation Plan: Timeline and milestones for framework implementation

8. Schedule 8 - Security Requirements: Detailed security protocols and compliance requirements

9. Schedule 9 - Exit Management: Procedures for framework termination and transition

10. Appendix A - Form of Call-off Contract: Template agreement for individual orders under the framework

11. Appendix B - Change Request Form: Template for requesting changes to the framework

12. Appendix C - Reports and Documentation: Templates and requirements for regular reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Applicable Law
Background IP
Business Day
Call-off Contract
Charges
Commencement Date
Confidential Information
Contract Year
Control
Customer
Customer Data
Deliverables
Dispute
Effective Date
Force Majeure Event
Framework Period
Good Industry Practice
Goods
Group
Initial Term
Intellectual Property Rights
Key Personnel
Local Content Requirements
Material Breach
Minimum Performance Standards
Order
Order Form
Parent Company
Party/Parties
Performance Security
Personal Data
Price List
Purchase Order
Quality Standards
Regulatory Bodies
Related Agreements
Renewal Period
Representatives
Schedule
Services
Service Credits
Service Levels
Specification
Supplier
Supplier Personnel
Term
Territory
Third Party
Working Hours
Working Day
Clauses
Interpretation
Duration and Term
Framework Structure
Ordering Process
Scope of Services
Price and Payment
Service Levels
Performance Standards
Quality Assurance
Compliance with Laws
Anti-Corruption
Local Content
Intellectual Property
Confidentiality
Data Protection
Personnel
Subcontracting
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Change Control
Termination
Exit Management
Assignment and Novation
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Third Party Rights
Competition Law Compliance
Environmental Compliance
Health and Safety
Security Requirements
Audit Rights
Record Keeping
Business Continuity
Relationship Management
Publicity and Announcements
Currency and Exchange
Set-off
Step-in Rights
Parent Company Guarantee
Performance Security
Escalation Procedure
Relevant Industries

Oil and Gas

Information Technology

Telecommunications

Manufacturing

Financial Services

Healthcare

Construction

Power and Utilities

Logistics and Supply Chain

Professional Services

Retail and Distribution

Agriculture and Food Processing

Relevant Teams

Legal

Procurement

Commercial

Finance

Operations

Compliance

Supply Chain

Risk Management

Business Development

Contract Management

Vendor Management

Relevant Roles

Chief Executive Officer

Commercial Director

Procurement Manager

Legal Counsel

Contract Manager

Supply Chain Director

Chief Financial Officer

Operations Director

Compliance Officer

Business Development Manager

Project Manager

Risk Manager

Category Manager

Vendor Manager

Strategic Sourcing Manager

Industries
Nigerian Contract Law (Common Law principles): Fundamental principles governing formation and enforcement of contracts, including offer, acceptance, consideration, and contractual obligations
Companies and Allied Matters Act (CAMA) 2020: Regulates company operations, corporate relationships, and business conduct in Nigeria
Federal Competition and Consumer Protection Act 2018: Governs competition law and consumer protection, relevant for framework agreements to ensure compliance with anti-competitive practices regulations
Evidence Act 2011: Particularly relevant for electronic contracts and digital signatures if the framework agreement includes electronic execution provisions
Arbitration and Conciliation Act: Important for dispute resolution mechanisms in the framework agreement, especially for international commercial relationships
Investment and Securities Act 2007: Relevant if the framework agreement involves securities or investment aspects
National Information Technology Development Agency (NITDA) Act 2007: Relevant if the framework agreement involves IT services or data processing activities
Nigerian Data Protection Regulation 2019: Essential if the framework agreement involves processing of personal data or data transfer provisions
Foreign Exchange (Monitoring and Miscellaneous Provisions) Act: Relevant for framework agreements involving foreign currency transactions or international parties
Public Procurement Act 2007: Important if any party to the framework agreement is a public entity or if public procurement is involved
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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