Terms Of Business Agreement Template for Nigeria

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Key Requirements PROMPT example:

Terms Of Business Agreement

"I need a Terms of Business Agreement under Nigerian law for my IT services company that will be used as our standard agreement with enterprise clients from January 2025, including cloud services provisions and standard service level commitments."

Document background
The Terms of Business Agreement serves as a foundational document for establishing business relationships in Nigeria, setting out the standard terms and conditions under which services or products are provided to clients. This document is essential for businesses operating in Nigeria who engage in regular transactions with customers or clients, whether they are providing professional services, goods, or other business solutions. The agreement ensures compliance with Nigerian legislation, including CAMA 2020, consumer protection laws, and data protection regulations. It typically includes provisions for service delivery, payment terms, confidentiality, intellectual property rights, liability limitations, and dispute resolution mechanisms. The Terms of Business Agreement is particularly crucial for protecting both parties' interests while ensuring clarity and legal certainty in their business relationship within the Nigerian jurisdiction.
Suggested Sections

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

2. Background: Context of the agreement and business relationship between the parties

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Scope of Services: Detailed description of services or products to be provided under the agreement

5. Term and Termination: Duration of the agreement and conditions for termination

6. Payment Terms: Pricing, payment schedule, invoicing, and payment methods

7. Obligations of the Service Provider: Duties and responsibilities of the service provider

8. Client Obligations: Duties and responsibilities of the client

9. Confidentiality: Protection and handling of confidential information

10. Data Protection: Compliance with NDPR and data handling procedures

11. Intellectual Property: Ownership and usage rights of intellectual property

12. Liability and Indemnification: Limitation of liability and indemnification provisions

13. Force Majeure: Provisions for unforeseen circumstances and their handling

14. Dispute Resolution: Procedures for handling disputes, including arbitration provisions

15. Governing Law: Specification of Nigerian law as governing law

16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Service Level Agreement: Detailed performance metrics and standards - include when specific service levels need to be guaranteed

2. Insurance: Insurance requirements and coverage - include for high-risk services or substantial contracts

3. Compliance with Anti-Corruption Laws: Additional anti-corruption provisions - include for government contracts or high-value agreements

4. Export Control: Export control compliance - include when dealing with international trade

5. Environmental Compliance: Environmental standards and compliance - include for environmentally sensitive operations

6. Staff and Subcontracting: Rules regarding personnel and subcontractors - include when service delivery involves third parties

7. Change Control: Procedures for managing changes to services - include for complex or long-term services

8. Business Continuity: Business continuity and disaster recovery - include for critical services

9. Security Requirements: Specific security protocols - include for services involving sensitive information or systems

Suggested Schedules

1. Schedule 1 - Service Description: Detailed specification of services or products

2. Schedule 2 - Pricing and Payment Terms: Detailed fee structure, rates, and payment schedules

3. Schedule 3 - Service Levels: Performance metrics, KPIs, and measurement methods

4. Schedule 4 - Contact Details: Key personnel and contact information for both parties

5. Schedule 5 - Data Processing Requirements: Specific data handling and protection procedures

6. Appendix A - Technical Requirements: Technical specifications and requirements

7. Appendix B - Form of Change Order: Template for documenting changes to services

8. Appendix C - Compliance Certificates: Required regulatory and compliance certifications

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

Professional Services

Information Technology

Financial Services

Consulting

Manufacturing

Retail

Healthcare

Education

Telecommunications

Construction

Energy

Real Estate

Transportation

Agriculture

Media and Entertainment

Relevant Teams

Legal

Commercial

Business Development

Sales

Operations

Finance

Compliance

Risk Management

Procurement

Account Management

Corporate Services

Customer Relations

Relevant Roles

Legal Counsel

Commercial Director

Business Development Manager

Contracts Manager

Compliance Officer

Risk Manager

Chief Financial Officer

Operations Manager

Sales Director

Account Manager

Company Secretary

Managing Director

Chief Executive Officer

Procurement Manager

Project Manager

Industries
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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