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Exclusive Dealing Contract Template for Nigeria

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Key Requirements PROMPT example:

Exclusive Dealing Contract

"I need an Exclusive Dealing Contract under Nigerian law for a manufacturing company appointing a sole distributor of industrial equipment in Lagos State, with the arrangement to commence on March 1, 2025, including minimum purchase commitments and performance targets."

Document background
An Exclusive Dealing Contract is a crucial commercial agreement used when businesses want to establish protected, exclusive commercial relationships in the Nigerian market. This document is particularly relevant when a supplier wishes to restrict a buyer from purchasing from competitors, or when a buyer seeks to secure exclusive supply arrangements. The agreement must carefully balance commercial interests with compliance requirements under Nigerian law, particularly the Federal Competition and Consumer Protection Act 2018. It includes detailed provisions on exclusivity scope, territorial limitations, performance obligations, and compliance mechanisms. The document is essential for businesses looking to establish strong market presence while maintaining legal compliance in Nigeria's competitive commercial environment.
Suggested Sections

1. Parties: Identification of the parties entering into the exclusive dealing arrangement, including their legal status and registered addresses

2. Background: Context of the agreement, including the business relationship and purpose of the exclusive arrangement

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpreting the contract

4. Scope of Exclusivity: Detailed description of the exclusive arrangement, including territory, products/services covered, and nature of exclusivity

5. Duration: Term of the agreement, including commencement date and initial period

6. Commercial Terms: Pricing, payment terms, minimum purchase requirements, and other commercial conditions

7. Obligations of the Supplier: Supplier's commitments, including supply guarantees, quality standards, and support services

8. Obligations of the Buyer: Buyer's commitments, including exclusive purchasing obligations, minimum volumes, and marketing requirements

9. Competition Law Compliance: Provisions ensuring compliance with Nigerian competition laws and regulations

10. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP during the exclusive arrangement

11. Confidentiality: Protection of confidential information exchanged during the relationship

12. Termination: Grounds for termination, notice requirements, and consequences of termination

13. Force Majeure: Provisions for handling events beyond parties' control

14. Governing Law and Dispute Resolution: Nigerian law as governing law and dispute resolution mechanisms

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

Optional Sections

1. Performance Targets: Specific performance metrics and consequences of not meeting them - include when the exclusivity is contingent on meeting certain targets

2. Marketing and Promotion: Detailed marketing obligations and brand guidelines - include for consumer-facing products/services

3. Training and Support: Requirements for technical training and ongoing support - include for technical products or services

4. Insurance: Specific insurance requirements - include for high-value or high-risk arrangements

5. Data Protection: Provisions for handling personal data - include when personal data processing is involved

6. Anti-corruption Compliance: Specific anti-corruption provisions - include for international arrangements or government contracts

7. Sub-contracting: Rules regarding sub-contracting rights - include when sub-contracting might be necessary

8. Change of Control: Provisions dealing with ownership changes - include for long-term strategic relationships

Suggested Schedules

1. Schedule 1 - Products/Services: Detailed list and specifications of products or services covered by the exclusive arrangement

2. Schedule 2 - Territory: Detailed description of the geographical territory covered by the exclusivity

3. Schedule 3 - Pricing and Payment Terms: Detailed pricing structures, payment terms, and any price adjustment mechanisms

4. Schedule 4 - Performance Metrics: Detailed KPIs, measurement methods, and reporting requirements

5. Schedule 5 - Technical Specifications: Technical requirements and standards for products or services

6. Appendix A - Contact Details: Key contact persons and their details for both parties

7. Appendix B - Compliance Checklist: Competition law compliance requirements and checklist

8. Appendix C - Brand Guidelines: Guidelines for use of trademarks and branding materials

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions








































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Relevant Industries

Manufacturing

Consumer Goods

Retail

Technology

Telecommunications

Automotive

Pharmaceuticals

Industrial Equipment

Agriculture

Energy

Fast-Moving Consumer Goods (FMCG)

Healthcare

Construction Materials

Electronics

Food and Beverage

Relevant Teams

Legal

Commercial

Procurement

Sales

Business Development

Compliance

Operations

Supply Chain

Distribution

Risk Management

Relevant Roles

Commercial Director

Chief Commercial Officer

Procurement Manager

Sales Director

Business Development Manager

Legal Counsel

Contracts Manager

Supply Chain Manager

Operations Director

Compliance Officer

General Manager

Distribution Manager

Category Manager

Chief Executive Officer

Regional Sales 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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