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Exclusive Seller Agreement Template for Nigeria

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Key Requirements PROMPT example:

Exclusive Seller Agreement

"I need an Exclusive Seller Agreement for my Nigerian manufacturing company to appoint a distributor in Lagos State for selling our automotive parts, with minimum purchase requirements of 1000 units per quarter and a three-year term starting January 2025."

Document background
The Exclusive Seller Agreement is a crucial document for businesses seeking to establish controlled distribution channels in the Nigerian market. This agreement type is commonly used when a manufacturer or principal company wants to grant exclusive rights to a single entity to sell their products within a specified territory in Nigeria. The document addresses key aspects required under Nigerian law, including competition regulations and commercial agency requirements. It typically includes detailed provisions on exclusivity scope, performance targets, territory definitions, and compliance with local regulations. The agreement is particularly important for foreign companies entering the Nigerian market who need to establish a strong local presence through a dedicated seller, while ensuring their business interests are protected under Nigerian jurisdiction. The document should be tailored to comply with both federal and applicable state-level commercial laws in Nigeria.
Suggested Sections

1. Parties: Identification of the principal/manufacturer and the exclusive seller, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of entering into the exclusive seller arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Products, Territory, Exclusive Rights, etc.

4. Appointment and Scope: Clear statement of the exclusive seller appointment, scope of exclusivity, and territorial limitations

5. Term and Renewal: Duration of the agreement, commencement date, and conditions for renewal

6. Rights and Obligations of the Seller: Detailed responsibilities of the exclusive seller, including sales targets, marketing obligations, and reporting requirements

7. Rights and Obligations of the Principal: Principal's commitments regarding product supply, support, and maintenance of quality standards

8. Pricing and Payment Terms: Pricing structure, payment terms, currency, and price revision mechanisms

9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP related to the products

10. Confidentiality: Protection of confidential information exchanged between parties

11. Termination: Grounds for termination, notice periods, and consequences of termination

12. Post-Termination Obligations: Obligations surviving termination, including inventory handling and confidentiality

13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for dispute resolution

14. General Provisions: Standard boilerplate clauses including force majeure, entire agreement, and amendments

Optional Sections

1. Non-Competition: Restrictions on seller's ability to sell competing products, used when exclusivity needs to be reinforced

2. Training and Support: Details of training and support provided by principal, included when technical products are involved

3. Insurance: Insurance requirements for both parties, important for high-value or high-risk products

4. Bank Guarantee: Requirements for bank guarantees or other financial security, used for high-value contracts

5. Sub-contractors: Rights and conditions for appointing sub-contractors or sub-distributors, when allowed

6. Minimum Purchase Requirements: Specific minimum purchase obligations, included when principal requires volume commitments

7. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, for brands requiring significant promotion

8. Product Registration: Requirements for local product registration and compliance, essential for regulated products

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and pricing

2. Schedule 2 - Territory: Detailed description of the exclusive territory, including maps or specific geographic boundaries

3. Schedule 3 - Performance Targets: Annual or quarterly sales targets and performance metrics

4. Schedule 4 - Commission Structure: Detailed commission calculations and payment terms if applicable

5. Schedule 5 - Technical Requirements: Technical specifications, quality standards, and compliance requirements

6. Appendix A - Marketing Guidelines: Brand guidelines and marketing requirements

7. Appendix B - Reporting Templates: Standard formats for regular performance and sales reporting

8. Appendix C - Customer Service Standards: Required customer service levels and response times

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















































Clauses








































Relevant Industries

Manufacturing

Consumer Goods

Automotive

Electronics

Pharmaceuticals

Industrial Equipment

Technology

Fast-Moving Consumer Goods (FMCG)

Agricultural Products

Chemical Products

Construction Materials

Medical Devices

Machinery and Equipment

Telecommunications Equipment

Relevant Teams

Legal

Sales

Business Development

Commercial

Operations

Compliance

International Trade

Distribution

Marketing

Contract Administration

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Country Manager

General Counsel

Legal Counsel

Contract Manager

Sales Manager

Distribution Manager

Export Manager

Regional Sales Director

Marketing Director

Operations Manager

Compliance Officer

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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