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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."
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
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
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
Applicable Law
Business Day
Charges
Client
Commencement Date
Confidential Information
Contract Year
Data Protection Laws
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Initial Term
Intellectual Property Rights
Material Breach
NDPR
Notice
Party/Parties
Personal Data
Personnel
Professional Standards
Regulatory Requirements
Renewal Term
Representatives
Services
Service Provider
Service Levels
Specifications
Subcontractor
Term
Territory
Third Party
Working Hours
Working Day
Year
Payment Terms
Term and Duration
Termination
Confidentiality
Data Protection
Intellectual Property
Warranties and Representations
Liability and Indemnification
Force Majeure
Assignment and Subcontracting
Compliance with Laws
Anti-Corruption
Dispute Resolution
Governing Law and Jurisdiction
Notices
Amendment
Entire Agreement
Severability
Third Party Rights
Waiver
Service Levels
Insurance
Audit Rights
Personnel
Non-Solicitation
Business Continuity
Relationship of Parties
Publicity
Records and Reports
Change Control
Security
Environmental Compliance
Health and Safety
Export Control
Professional Services
Information Technology
Financial Services
Consulting
Manufacturing
Retail
Healthcare
Education
Telecommunications
Construction
Energy
Real Estate
Transportation
Agriculture
Media and Entertainment
Legal
Commercial
Business Development
Sales
Operations
Finance
Compliance
Risk Management
Procurement
Account Management
Corporate Services
Customer Relations
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
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