The Master Client Agreement serves as the primary contractual framework for establishing and managing long-term service relationships between service providers and their clients in Nigeria. This document is particularly useful when parties anticipate multiple service engagements over time and need a consistent set of core terms to govern their relationship. It includes essential provisions required under Nigerian law, such as compliance with the Nigerian Data Protection Regulation 2019, Federal Competition and Consumer Protection Act 2018, and relevant sector-specific regulations. The agreement allows for specific services to be detailed in subsequent statements of work while maintaining standard terms for confidentiality, liability, dispute resolution, and other key aspects of the business relationship.
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1. Parties: Identification of the contracting parties with full legal names and addresses
2. Background: Context of the agreement and relationship between the parties
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Scope of Agreement: Framework terms governing the overall relationship and future statements of work
5. Service Engagement Process: Process for requesting and accepting specific services under the agreement
6. Client Obligations: Core responsibilities and commitments of the client
7. Service Provider Obligations: Core responsibilities and commitments of the service provider
8. Fees and Payment Terms: General pricing principles, payment terms, and invoicing procedures
9. Intellectual Property Rights: Ownership and licensing of IP created or used during service provision
10. Confidentiality: Protection and handling of confidential information
11. Data Protection and Privacy: Compliance with Nigerian Data Protection Regulation and data handling procedures
12. Liability and Indemnification: Risk allocation, limitations of liability, and indemnification obligations
13. Force Majeure: Handling of events beyond parties' reasonable control
14. Term and Termination: Duration of agreement and termination rights
15. Dispute Resolution: Process for resolving disputes, including arbitration provisions
16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Compliance with Anti-Corruption Laws: Required when dealing with government entities or high-risk sectors
2. Insurance Requirements: Needed for services with significant operational risks
3. Service Levels: Include when specific performance metrics are crucial to the service
4. Business Continuity: Important for critical services or long-term relationships
5. Security Requirements: Necessary when handling sensitive information or systems
6. Third-Party Rights: Include when third parties may need to enforce agreement terms
7. Export Control: Required for international services or technology transfer
8. Personnel Requirements: Important when specific qualifications or security clearances are needed
1. Schedule 1 - Service Categories: List and description of potential services available under the agreement
2. Schedule 2 - Rate Card: Standard pricing for different service categories and resource levels
3. Schedule 3 - Form of Statement of Work: Template for individual service engagements
4. Schedule 4 - Service Levels: Detailed service level metrics and measurement procedures
5. Schedule 5 - Data Processing Agreement: Detailed terms for personal data handling and protection
6. Schedule 6 - Change Control Procedure: Process for making changes to services or agreement terms
7. Appendix A - Key Personnel: List of key contacts and responsible personnel from both parties
8. Appendix B - Technical Requirements: Technical specifications and requirements for service delivery
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