IT Outsourcing Agreement Template for Nigeria

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Key Requirements PROMPT example:

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."

Document background
This IT Outsourcing Agreement is designed for use when a company (the customer) wishes to engage an external provider for IT services in Nigeria. The agreement is structured to comply with Nigerian legislation, including data protection laws (NDPR 2019), cybersecurity regulations, and local content requirements. It provides a comprehensive framework for managing the outsourcing relationship, covering everything from service delivery specifications to risk allocation and compliance requirements. The document is particularly important given Nigeria's growing digital economy and increased focus on technology service regulation. It includes specific provisions for data protection, service levels, and performance monitoring, while addressing unique aspects of Nigerian business law and practice. This template should be used whenever a formal IT outsourcing arrangement is being established in Nigeria, whether for software development, IT infrastructure management, technical support, or other technology services.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Banking and Financial Services

Telecommunications

Healthcare

E-commerce

Manufacturing

Oil and Gas

Professional Services

Education

Government and Public Sector

Retail

Insurance

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Finance

Operations

Risk Management

Information Security

Vendor Management

Project Management

Relevant Roles

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

Industries
Nigeria Data Protection Regulation (NDPR) 2019: Regulates the collection, processing, and storage of personal data. Critical for IT outsourcing as it sets requirements for data handling, transfer, and protection measures.
Cybercrimes (Prohibition, Prevention, etc.) Act 2015: Provides legal framework for prevention and punishment of cybercrimes. Relevant for defining security obligations and responsibilities in IT services.
National Information Technology Development Agency (NITDA) Act 2007: Establishes regulatory framework for IT development and practice in Nigeria. Contains guidelines for IT service providers and operations.
Nigerian Communications Act 2003: Regulates telecommunications and electronic communications services. Relevant for IT services involving communications infrastructure or services.
Labour Act Cap L1 LFN 2004: Governs employment relationships. Important for defining contractor relationships and preventing misclassification of workers in outsourcing arrangements.
Companies and Allied Matters Act (CAMA) 2020: Provides framework for business operations and contracts. Relevant for establishing contractual relationships and corporate governance requirements.
Nigerian Content Development and Monitoring Board (NCDMB) Act: Promotes local content in contracts. May affect requirements for using local IT resources and expertise.
Evidence Act 2011: Particularly Section 84 which deals with admissibility of electronic evidence. Important for record-keeping and dispute resolution provisions.
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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