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Non Exclusive Agreement for Nigeria

Non Exclusive Agreement Template for Nigeria

A Non-Exclusive Agreement under Nigerian law is a comprehensive legal document that establishes a commercial relationship between parties while explicitly preserving their right to enter into similar arrangements with others. This agreement, governed by Nigerian contract law and relevant commercial statutes, outlines the terms and conditions of the business relationship, including rights granted, territorial scope, payment terms, and operational requirements. It incorporates specific provisions to comply with Nigerian regulatory requirements while providing flexibility for both parties to maintain multiple business relationships within the same market or territory.

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What is a Non Exclusive Agreement?

This Non-Exclusive Agreement template is designed for use in commercial relationships under Nigerian law where parties wish to establish a business relationship while maintaining the freedom to enter into similar arrangements with others. It is particularly valuable for distribution, licensing, service provision, or agency relationships where exclusivity is not desired or practical. The document incorporates essential elements required by Nigerian contract law and commercial regulations, including provisions for contract formation, enforcement, and dispute resolution. It is structured to protect both parties' interests while providing flexibility in their business operations, making it suitable for various commercial arrangements from distribution and licensing to service provision and agency relationships. The agreement includes specific provisions addressing non-exclusivity, territory definitions, performance expectations, and compliance with local Nigerian business practices and regulatory requirements.

What sections should be included in a Non Exclusive Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and brief description of the parties' intentions

3. Definitions: Key terms used throughout the agreement

4. Grant of Rights: Specific details of the non-exclusive rights being granted

5. Non-Exclusivity Provisions: Clear statement of non-exclusive nature and any related conditions

6. Territory and Scope: Geographic and operational scope of the agreement

7. Term and Termination: Duration of agreement and circumstances for termination

8. Payments and Financial Terms: Financial obligations, payment terms, and conditions

9. Obligations of the Parties: Specific duties and responsibilities of each party

10. Representations and Warranties: Standard commercial warranties and representations

11. Limitation of Liability: Limits on parties' liability and exclusions

12. Confidentiality: Protection of confidential information

13. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, entire agreement, etc.

What sections are optional to include in a Non Exclusive Agreement?

1. Competition Restrictions: Used when specific competitive restrictions need to be outlined, such as territorial limitations or customer segments

2. Quality Control: Include when the agreement involves products or services that need to meet specific quality standards

3. Intellectual Property Rights: Required when IP rights are being licensed or need protection

4. Training and Support: Include when one party needs to provide training or ongoing support to the other

5. Marketing and Promotion: Used when the agreement involves promotional activities or brand usage

6. Audit Rights: Include when one party needs the right to audit the other's compliance or financial records

7. Force Majeure: Optional but recommended given Nigerian business environment and potential disruptions

8. Insurance: Include when specific insurance requirements need to be maintained

9. Data Protection: Required when personal data processing is involved

10. Assignment and Subcontracting: Include when transfer rights need to be specifically addressed

What schedules should be included in a Non Exclusive Agreement?

1. Schedule 1 - Products/Services: Detailed description of products or services covered by the agreement

2. Schedule 2 - Territory Definition: Detailed description of geographic territories and any exclusions

3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, commissions, or payments

4. Schedule 4 - Service Levels: Performance metrics and service level requirements if applicable

5. Schedule 5 - Technical Requirements: Any technical specifications or requirements

6. Appendix A - Contact Details: Key contact information for both parties

7. Appendix B - Reporting Ƶ: Standard forms for required reporting

8. Appendix C - Compliance Requirements: Specific compliance requirements under Nigerian law

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Nigeria

Publisher

Ƶ

Cost

Free to use

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