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1. Parties: Identifies and provides full legal details of the contracting parties including registration numbers and addresses
2. Background: Provides context for the agreement and explains the purpose of the vendor relationship
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Scope of Services/Supply: Details the goods/services to be provided by the vendor
5. Term and Renewal: Specifies the duration of the agreement and any renewal provisions
6. Pricing and Payment Terms: Sets out pricing, payment schedule, invoicing requirements, and VAT treatment
7. Delivery and Performance: Specifies delivery terms, timelines, and performance standards
8. Quality and Compliance: Sets quality standards and compliance requirements for goods/services
9. Warranties and Representations: Contains warranties regarding goods/services and general business conduct
10. Liability and Indemnification: Allocates risks and establishes liability limits and indemnification obligations
11. Termination: Details circumstances and procedures for contract termination
12. Confidentiality: Protects confidential information exchanged during the relationship
13. Force Majeure: Addresses unforeseeable circumstances preventing contract performance
14. Dispute Resolution: Establishes procedures for resolving disputes
15. General Provisions: Contains standard boilerplate clauses including notices, amendments, and governing law
1. Insurance: Required when specific insurance coverage needs to be maintained by either party
2. Intellectual Property Rights: Necessary when the goods/services involve IP rights or creation of new IP
3. Data Protection: Required when personal data processing is involved in the vendor relationship
4. Anti-Corruption Compliance: Important for high-value contracts or when dealing with government entities
5. Change Control: Needed for complex services requiring formal change management procedures
6. Service Levels: Required for service contracts where specific performance metrics need to be maintained
7. Business Continuity: Important for critical vendors or long-term strategic relationships
8. Environmental Compliance: Necessary for contracts involving environmental impacts or hazardous materials
9. Subcontracting: Required when vendor may need to subcontract certain obligations
10. Local Content Requirements: Important for contracts subject to Nigerian local content laws
1. Schedule 1 - Scope of Work: Detailed description of goods/services, specifications, and requirements
2. Schedule 2 - Pricing Schedule: Detailed pricing breakdown, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels: Detailed service level requirements and measurement criteria
4. Schedule 4 - Key Personnel: Lists key personnel from both parties responsible for contract management
5. Schedule 5 - Technical Specifications: Detailed technical requirements and standards for goods/services
6. Schedule 6 - Form of Purchase Order: Standard form for ordering goods/services under the agreement
7. Schedule 7 - Compliance Requirements: Detailed compliance obligations including HSE and quality standards
8. Appendix A - Required Documents: List of documents vendor must maintain/provide (licenses, permits, certifications)
9. Appendix B - Report Ƶ: Standard templates for required reporting under the agreement
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