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Master Fee Protection Agreement
"I need a Master Fee Protection Agreement for my Nigerian fintech company to protect client fees in escrow, with implementation planned for March 2025; the agreement should comply with BOFIA 2020 and include provisions for digital payments."
1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the agreement and relationship between the parties
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Scope of Agreement: Details of the fees to be protected and services covered
5. Fee Protection Mechanism: Structure and operation of the fee protection arrangement
6. Payment Terms: Terms and conditions for payment of fees and any related charges
7. Obligations of the Parties: Specific duties and responsibilities of each party
8. Regulatory Compliance: Compliance requirements under Nigerian law, including BOFIA and anti-money laundering regulations
9. Representations and Warranties: Legal assurances and statements made by each party
10. Confidentiality: Provisions for protecting confidential information
11. Term and Termination: Duration of agreement and circumstances for termination
12. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
13. General Provisions: Standard legal clauses including notices, amendments, and severability
1. Electronic Communications: Provisions for electronic notifications and digital transactions - include when parties will primarily communicate electronically
2. Force Majeure: Provisions for unforeseen circumstances - particularly relevant in volatile markets or jurisdictions
3. Insurance Requirements: Specific insurance obligations - include when dealing with high-value transactions or regulated entities
4. Data Protection: Specific data protection obligations - include when personal data processing is involved
5. Anti-Corruption Provisions: Detailed anti-corruption compliance - include when dealing with government entities or high-risk sectors
6. Third Party Rights: Rights of third parties under the agreement - include when beneficiaries beyond the main parties are involved
7. Currency and Exchange Rates: Provisions for handling multiple currencies - include for international transactions
1. Schedule 1 - Protected Fees: Detailed list and calculation methodology for protected fees
2. Schedule 2 - Fee Protection Account Details: Specifications of the account(s) used for fee protection
3. Schedule 3 - Operational Procedures: Step-by-step procedures for fee protection mechanism
4. Schedule 4 - Service Level Agreement: Performance metrics and service standards
5. Schedule 5 - Authorized Representatives: List of authorized signatories and contact persons
6. Appendix A - Required Forms: Standard forms for notifications, requests, and authorizations
7. Appendix B - Compliance Checklist: Regulatory compliance requirements and verification checklist
8. Appendix C - Fee Calculation Examples: Examples illustrating fee calculation methodologies
Authors
Affiliate
Agreement
Applicable Law
Authorized Representative
BOFIA
Business Day
Central Bank
Commencement Date
Confidential Information
Default Event
Deposit Account
Disbursement
Effective Date
Escrow Account
Fee Protection Account
Fee Protection Amount
Fee Protection Mechanism
Fee Protection Period
Fee Protection Services
Force Majeure Event
Governing Law
Initial Term
Insolvency Event
Interest Rate
Material Adverse Change
Notice
Operating Procedures
Payment Date
Protected Fees
Protection Period
Regulatory Authority
Related Party
Renewal Term
Security Interest
Service Level Requirements
Termination Date
Transaction Documents
VAT
Working Day
Background
Fee Protection
Account Operation
Payment Terms
Security Interest
Regulatory Compliance
Anti-Money Laundering
Representations and Warranties
Covenants
Obligations
Service Standards
Reporting Requirements
Confidentiality
Data Protection
Electronic Communications
Force Majeure
Default
Termination
Consequences of Termination
Indemnification
Limitation of Liability
Insurance
Assignment and Transfer
Notices
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
Jurisdiction
Banking & Financial Services
Professional Services
Education
Healthcare
Real Estate
Construction
Oil & Gas
Telecommunications
Insurance
Investment Management
Legal
Finance
Compliance
Treasury
Risk Management
Operations
Commercial
Account Management
Business Development
Regulatory Affairs
Chief Financial Officer
Legal Counsel
Compliance Officer
Financial Controller
Treasury Manager
Risk Manager
Commercial Director
Operations Manager
Account Manager
Business Development Manager
Contract Manager
Finance Director
Company Secretary
Regulatory Affairs Manager
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