The Sales And Marketing Outsourcing Agreement is essential for Nigerian businesses seeking to externalize their sales and marketing functions to specialized service providers. This document is particularly relevant in the current Nigerian business landscape where companies increasingly focus on core competencies while leveraging external expertise for market expansion and operational efficiency. The agreement covers crucial elements including service delivery standards, compensation mechanisms, regulatory compliance (particularly with NDPR and advertising regulations), and risk allocation between parties. It is designed to protect both the principal company's business interests and the service provider's rights while ensuring compliance with Nigerian commercial law, consumer protection regulations, and industry-specific requirements. The document is particularly important given Nigeria's complex regulatory environment and the need for clear delineation of responsibilities in outsourcing arrangements.
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1. Parties: Identification of the contracting parties - the company outsourcing (Principal) and the service provider (Contractor)
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope of Services: Terms of appointment and detailed description of sales and marketing services to be provided
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. Service Provider's Obligations: Key responsibilities and commitments of the service provider
7. Principal's Obligations: Key responsibilities and commitments of the principal company
8. Performance Standards: Required service levels and quality standards
9. Fees and Payment Terms: Compensation structure, payment terms, and invoicing procedures
10. Intellectual Property Rights: Ownership and usage rights of marketing materials and branded content
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection and Privacy: Compliance with NDPR and data protection requirements
13. Warranties and Representations: Guarantees provided by both parties
14. Indemnification: Protection against losses and liability allocation
15. Limitation of Liability: Caps on liability and excluded losses
16. Force Majeure: Provisions for unforeseen circumstances affecting performance
17. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Non-Compete: Restrictions on service provider's ability to work with competitors - include when dealing with sensitive markets or unique business models
2. Insurance: Insurance requirements - include when services involve significant risks or high-value transactions
3. Compliance with Anti-Corruption Laws: Specific anti-corruption provisions - include when dealing with government contracts or high-risk markets
4. Territory Restrictions: Geographical limitations on service provision - include when services are to be limited to specific regions
5. Key Personnel: Identification and requirements for key team members - include when specific expertise is crucial
6. Marketing Budget and Approval Process: Detailed budget management procedures - include when significant marketing spend is involved
7. Audit Rights: Right to audit service provider's performance and records - include for high-value or complex arrangements
8. Exit Management: Detailed transition procedures - include when services are critical to business operations
1. Schedule 1 - Services Description: Detailed specification of sales and marketing services to be provided
2. Schedule 2 - Service Levels: Specific performance metrics and KPIs
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, commissions, and payment structures
4. Schedule 4 - Approved Marketing Materials: List of pre-approved marketing materials and templates
5. Schedule 5 - Reporting Requirements: Format and frequency of performance reports
6. Schedule 6 - Key Personnel: Details of key team members and their qualifications
7. Schedule 7 - Territory: Detailed description of geographical coverage
8. Appendix A - Compliance Procedures: Detailed compliance requirements and procedures
9. Appendix B - Brand Guidelines: Principal's branding requirements and usage guidelines
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