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Master Contract
"I need a Master Contract drafted under Nigerian law for a technology services relationship between our Lagos-based software company and international clients, with strong IP protection and data privacy clauses, to be implemented by March 2025."
1. Parties: Identification and details of the contracting parties, including registration numbers and addresses
2. Background: Context of the agreement and the relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Scope of Agreement: Overall framework and purpose of the master agreement
5. Term and Termination: Duration of the agreement, renewal provisions, and termination circumstances
6. Structure of Relationship: Framework for how parties will work together and process for creating subsequent agreements
7. General Obligations: Core obligations and responsibilities of each party
8. Ordering Process: Procedure for placing and accepting orders under the master agreement
9. Pricing and Payment Terms: General pricing principles, payment terms, and invoicing requirements
10. Compliance and Regulations: Obligations regarding applicable laws and regulations
11. Confidentiality: Protection and handling of confidential information
12. Intellectual Property: Ownership and usage rights of IP in the business relationship
13. Liability and Indemnification: Allocation of risks and responsibilities between parties
14. Force Majeure: Provisions for handling events beyond parties' control
15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Data Protection: Required when personal data processing is involved in the business relationship
2. Anti-Corruption: Detailed anti-corruption provisions for high-risk industries or international business
3. Environmental Compliance: Required for industries with significant environmental impact
4. Insurance Requirements: Detailed insurance obligations for high-risk activities
5. Security Requirements: For agreements involving sensitive information or systems access
6. Import/Export Controls: Required for international trade or restricted goods
7. Local Content Requirements: Required for industries subject to Nigerian local content laws
8. Parent Company Guarantee: When financial backing from a parent company is required
1. Schedule 1 - Service Levels: Standard performance metrics and service level requirements
2. Schedule 2 - Pricing Framework: Detailed pricing structure, rates, and calculation methodologies
3. Schedule 3 - Form of Statement of Work: Template for specific work orders under the master agreement
4. Schedule 4 - Technical Requirements: Standard technical specifications and requirements
5. Schedule 5 - Key Personnel: Details of key contacts and responsible personnel from each party
6. Schedule 6 - Compliance Requirements: Detailed compliance obligations and procedures
7. Schedule 7 - Change Control Procedure: Process for managing changes to the agreement or services
8. Appendix A - Standard Terms: Standard terms that apply to all transactions under the master agreement
9. Appendix B - Required Forms: Standard forms for ordering, acceptance, and other processes
Authors
Affiliate
Applicable Law
Business Day
Commencement Date
Confidential Information
Contract Year
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Local Content Requirements
Material Breach
Naira
Order
Parent Company
Party/Parties
Personnel
Purchase Order
Representatives
Schedule
Services
Specification
Statement of Work
Subsidiary
Term
Territory
Third Party
Working Hours
Work Product
Change Order
Completion Date
Dispute
Documentation
Fees
Governing Law
Key Personnel
Losses
Notice
Payment Terms
Quality Standards
Regulatory Authority
Service Levels
Termination Date
VAT
Scope of Agreement
Term and Duration
Framework Ordering Process
Pricing and Payment
Service Delivery
Performance Standards
Quality Assurance
Warranties and Representations
Obligations of the Parties
Key Personnel
Subcontracting
Local Content Requirements
Intellectual Property Rights
Confidentiality
Data Protection
Force Majeure
Change Control
Liability and Indemnification
Insurance
Termination
Exit Management
Anti-Corruption
Compliance with Laws
Environmental Compliance
Health and Safety
Record Keeping
Audit Rights
Security Requirements
Dispute Resolution
Governing Law and Jurisdiction
Assignment and Novation
Notices
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Counterparts
Relationship of Parties
Currency and Exchange Rate
Language
Competition Law Compliance
Import/Export Controls
Business Continuity
Manufacturing
Technology
Oil and Gas
Financial Services
Telecommunications
Healthcare
Construction
Retail
Professional Services
Agriculture
Transportation
Energy
Mining
Education
Infrastructure
Legal
Procurement
Commercial
Finance
Operations
Compliance
Risk Management
Supply Chain
Business Development
Contract Administration
Chief Legal Officer
General Counsel
Commercial Director
Procurement Manager
Contract Manager
Legal Counsel
Business Development Director
Chief Financial Officer
Operations Director
Compliance Officer
Risk Manager
Supply Chain Manager
Project Manager
Commercial Manager
Country Manager
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