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Vendor Services Agreement for Nigeria

Vendor Services Agreement Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes the terms and conditions under which a vendor provides specific services to a client. This document incorporates key elements of Nigerian contract law, including compliance with the Companies and Allied Matters Act (CAMA) 2020, relevant tax regulations, and where applicable, the Nigeria Data Protection Regulation (NDPR) 2019. It defines the scope of services, payment terms, performance standards, and risk allocation between parties while ensuring alignment with local business practices and regulatory requirements.

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What is a Vendor Services Agreement?

The Vendor Services Agreement is a crucial commercial contract used in Nigeria to formalize business relationships between service providers and their clients. This document is essential when engaging external vendors for various services, from IT support to facilities management, and must comply with Nigerian legislation including CAMA 2020, Labor Act, and relevant industry regulations. The agreement typically includes detailed service specifications, performance metrics, payment terms, and risk allocation provisions. It's particularly important in the Nigerian business context where clear contractual terms help navigate complex business relationships and ensure regulatory compliance. The document should be tailored to reflect specific service requirements while incorporating necessary protections for both parties under Nigerian law.

What sections should be included in a Vendor Services Agreement?

1. Parties: Identification of the contracting parties including full legal names, registration numbers, and registered addresses

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. Scope of Services: Detailed description of services to be provided by the vendor

5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

6. Payment Terms: Pricing, payment schedule, invoicing requirements, and payment methods

7. Vendor Obligations: Key responsibilities and commitments of the vendor

8. Client Obligations: Key responsibilities and commitments of the client

9. Service Levels: Performance standards and metrics for service delivery

10. Confidentiality: Protection of confidential information and trade secrets

11. Intellectual Property: Ownership and usage rights of IP created or used during service delivery

12. Liability and Indemnification: Limitation of liability and indemnification obligations

13. Force Majeure: Provisions for unforeseeable circumstances preventing performance

14. Dispute Resolution: Process for resolving disputes including jurisdiction and governing law

15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

What sections are optional to include in a Vendor Services Agreement?

1. Data Protection: Required when services involve processing personal data under NDPR 2019

2. Anti-Corruption Compliance: Detailed compliance requirements for high-value contracts or government-related work

3. Insurance: Specific insurance requirements for high-risk services or substantial contracts

4. Security Requirements: For services involving access to client systems or sensitive information

5. Change Control: For long-term contracts where scope changes are likely

6. Subcontracting: When vendor may need to engage subcontractors

7. Environmental Compliance: For services with environmental impact

8. Local Content Requirements: For contracts subject to Nigerian Local Content Act

9. Export Control: For services involving international elements or technology transfer

What schedules should be included in a Vendor Services Agreement?

1. Schedule 1 - Service Specifications: Detailed technical specifications of services to be provided

2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics and measurement criteria

3. Schedule 3 - Pricing and Payment Schedule: Detailed breakdown of fees, charges, and payment milestones

4. Schedule 4 - Key Personnel: List of key vendor personnel assigned to the services

5. Schedule 5 - Client Materials and Requirements: Client-provided materials, access, and requirements

6. Appendix A - Change Request Form: Standard form for requesting and documenting changes to services

7. Appendix B - Service Report Template: Template for regular service performance reporting

8. Appendix C - Security Policies: Relevant security policies and procedures

9. Appendix D - Escalation Matrix: Contact details and procedures for issue escalation

Authors

Alex Denne

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

Jurisdiction

Nigeria

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions










































Clauses











































Relevant Industries

Information Technology

Oil and Gas

Financial Services

Manufacturing

Telecommunications

Healthcare

Real Estate

Professional Services

Retail

Construction

Agriculture

Education

Mining

Transportation

Energy

Relevant Teams

Legal

Procurement

Finance

Operations

Risk Management

Compliance

Supply Chain

Commercial

Vendor Management

Project Management

Internal Audit

Relevant Roles

Procurement Manager

Legal Counsel

Contract Manager

Chief Financial Officer

Operations Director

Vendor Management Specialist

Risk Manager

Compliance Officer

Supply Chain Manager

Business Unit Head

Project Manager

Commercial Director

Chief Operating Officer

General Counsel

Finance Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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