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1. Parties: Identifies and provides full details of the referring party and the recipient party
2. Background: Explains the context of the agreement and the parties' intention to enter into a referral arrangement
3. Definitions: Defines key terms used throughout the agreement including 'Referral', 'Referral Fee', 'Successful Referral', etc.
4. Referral Arrangement: Details the scope and nature of referrals, including the process for making and accepting referrals
5. Referral Fees: Specifies the fee structure, calculation method, and payment terms for successful referrals
6. Payment Terms: Outlines payment timing, method, currency, and any conditions precedent to payment
7. Obligations of the Parties: Lists the specific duties and responsibilities of both the referring party and recipient
8. Term and Termination: Specifies the duration of the agreement and circumstances for termination
9. Confidentiality: Addresses the handling of confidential information shared between parties
10. Compliance with Laws: Ensures compliance with Nigerian laws, including anti-corruption and money laundering regulations
11. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and sets jurisdiction for dispute resolution
12. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Non-Solicitation: Prevents parties from directly soliciting each other's clients or employees - include when parties are competitors
2. Exclusivity: Establishes whether the referral arrangement is exclusive - include when parties want exclusive rights
3. Intellectual Property: Addresses use of trademarks and branding in referral activities - include when marketing materials are involved
4. Data Protection: Detailed provisions for handling personal data - include when referrals involve sharing personal information
5. Training and Support: Outlines any training or support provided for the referral program - include for complex service offerings
6. Audit Rights: Allows for audit of referral records - include for high-value or volume-based arrangements
7. Insurance: Specifies required insurance coverage - include for high-risk or regulated industries
8. Force Majeure: Addresses unforeseen circumstances preventing performance - include for long-term arrangements
1. Schedule 1 - Fee Structure: Detailed breakdown of referral fee calculations, tiers, and any bonus structures
2. Schedule 2 - Referral Process: Step-by-step process for making and tracking referrals, including any forms or systems to be used
3. Schedule 3 - Approved Marketing Materials: Templates or guidelines for marketing materials used in referral activities
4. Schedule 4 - Compliance Requirements: Specific compliance procedures and checklists required under Nigerian law
5. Schedule 5 - Reporting Templates: Standard formats for tracking and reporting referrals and calculating fees
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