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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.
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
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
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