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.
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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
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
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
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