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IT Outsourcing Agreement
"I need an IT Outsourcing Agreement under Nigerian law for a fintech company engaging a software development provider based in India, with service commencement planned for March 2025, including specific provisions for data protection compliance and cross-border data transfers."
1. Parties: Identification of contracting parties including registered addresses and company registration numbers
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Detailed definitions of technical terms, contract-specific terminology, and interpretation rules
4. Scope of Services: Detailed description of IT services to be provided, including core deliverables and service levels
5. Term and Termination: Duration of agreement, renewal terms, and circumstances for termination
6. Service Provider's Obligations: Key responsibilities, performance standards, and compliance requirements
7. Customer's Obligations: Customer responsibilities, access provisions, and cooperation requirements
8. Charges and Payment Terms: Fee structure, payment schedule, and invoice processing
9. Service Levels and Performance: Specific performance metrics, measurement methods, and remedies for failure
10. Data Protection and Security: Compliance with NDPR and security requirements for data handling
11. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP
12. Confidentiality: Protection of confidential information and trade secrets
13. Liability and Indemnities: Limitation of liability, indemnification obligations, and insurance requirements
14. Force Majeure: Provisions for unforeseen circumstances and their impact on services
15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Personnel and Key Staff: Used when specific key personnel are crucial to service delivery or when staff transfer is involved
2. Transition Services: Include when complex service transition or knowledge transfer is required
3. Business Continuity and Disaster Recovery: Required for critical services where service interruption would have significant impact
4. Change Control: Include for long-term contracts where service requirements might evolve
5. Compliance with Anti-Bribery Laws: Important when dealing with government contracts or high-risk sectors
6. Exit Management: Required for complex services where detailed exit planning is necessary
7. Local Content Requirements: Include when Nigerian local content laws apply to the services
8. International Data Transfer: Required when data will be transferred outside Nigeria
9. Subcontracting: Include when service provider may need to engage subcontractors
1. Schedule 1 - Services Description: Detailed technical specifications of all IT services to be provided
2. Schedule 2 - Service Levels: Detailed service level agreements, KPIs, and measurement methodologies
3. Schedule 3 - Charges: Detailed pricing structure, rate cards, and payment milestones
4. Schedule 4 - Customer Dependencies: Detailed list of customer-provided resources and requirements
5. Schedule 5 - Security Requirements: Specific security protocols, standards, and compliance requirements
6. Schedule 6 - Data Processing Agreement: Detailed terms for personal data processing in compliance with NDPR
7. Schedule 7 - Business Continuity Plan: Detailed procedures for service continuity and disaster recovery
8. Schedule 8 - Transition Plan: Detailed timeline and responsibilities for service transition
9. Schedule 9 - Approved Subcontractors: List of pre-approved subcontractors and their roles
10. Schedule 10 - Exit Plan: Detailed procedures and responsibilities for contract termination
Authors
Acceptance Tests
Affiliate
Applicable Law
Background IP
Business Day
Business Hours
Change Control Procedure
Charges
Confidential Information
Contract Year
Critical Service Level
Customer Data
Customer Materials
Customer Personnel
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Disaster Recovery Plan
Documentation
Effective Date
Emergency Maintenance
Exit Plan
Force Majeure Event
Good Industry Practice
Incident
Initial Term
Intellectual Property Rights
Key Personnel
Local Content Requirements
Maintenance Window
Material Breach
Milestone
NDPR
Personal Data
Personnel
Planned Maintenance
Project Plan
Related Agreements
Relief Event
Response Time
Service Credits
Service Levels
Services
Service Provider Personnel
Service Provider Systems
Service Recipient
Software
Specification
Subcontractor
System
Term
Third Party Software
Transition Period
Transition Plan
Transition Services
Working Hours
Work Product
Services Scope
Service Levels
Performance Monitoring
Charges and Payment
Customer Obligations
Service Provider Obligations
Data Protection
Confidentiality
Intellectual Property
Personnel
Subcontracting
Change Control
Audit Rights
Warranties
Liability
Indemnification
Insurance
Force Majeure
Term and Termination
Exit Management
Security
Business Continuity
Dispute Resolution
Governing Law
Assignment and Novation
Notices
Anti-Bribery
Local Content
Transition Services
Competition
Entire Agreement
Severability
Waiver
Third Party Rights
Variation
Counterparts
Information Technology
Banking and Financial Services
Telecommunications
Healthcare
E-commerce
Manufacturing
Oil and Gas
Professional Services
Education
Government and Public Sector
Retail
Insurance
Legal
Information Technology
Procurement
Compliance
Finance
Operations
Risk Management
Information Security
Vendor Management
Project Management
Chief Information Officer
IT Director
Chief Technology Officer
Procurement Manager
Legal Counsel
Compliance Officer
IT Project Manager
Vendor Management Officer
Chief Financial Officer
Operations Director
Risk Manager
Data Protection Officer
Contract Manager
Information Security Manager
Technology Consultant
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