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Master Service Agreement Template for Nigeria

A Master Service Agreement governed by Nigerian law that establishes a comprehensive framework for the ongoing provision of services between parties. This agreement complies with Nigerian federal legislation and common law principles, incorporating local commercial practices and regulatory requirements. It sets out the fundamental terms and conditions that will govern subsequent service orders, including payment terms, service standards, liability provisions, and dispute resolution mechanisms, while ensuring compliance with Nigerian corporate, tax, and commercial laws.

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What is a Master Service Agreement?

The Master Service Agreement (MSA) serves as a foundational document for establishing long-term service relationships in the Nigerian business context. It is particularly useful when parties anticipate multiple service engagements over time and want to avoid negotiating basic terms repeatedly. The MSA establishes the general legal framework while allowing specific services, pricing, and deliverables to be defined in subsequent service orders. This approach is common in Nigerian commercial practice and is supported by the Nigerian legal system, which combines common law principles with local statutory requirements. The document typically includes provisions for compliance with local regulations, including tax laws, labor requirements, and sector-specific regulations, while also addressing practical considerations such as foreign exchange requirements for international transactions.

What sections should be included in a Master Service Agreement?

1. Parties: Identification of the contracting parties with full legal names and registration details as required under Nigerian law

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Scope of Services: General framework for services to be provided under the agreement

5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

6. Service Orders: Process for requesting and accepting specific services under the MSA

7. Fees and Payment: Payment terms, invoicing procedures, and currency considerations

8. Performance Standards: General service levels and quality requirements

9. Warranties and Representations: Standard warranties regarding service delivery and corporate authority

10. Intellectual Property Rights: Ownership and licensing of IP created or used in service delivery

11. Confidentiality: Protection of confidential information and trade secrets

12. Indemnification: Mutual indemnification obligations and procedures

13. Limitation of Liability: Caps on liability and excluded damages

14. Insurance: Required insurance coverage and minimum limits

15. Force Majeure: Events excusing performance and related procedures

16. Dispute Resolution: Process for resolving disputes, including arbitration provisions under Nigerian law

17. Governing Law: Nigerian law as governing law and jurisdiction provisions

18. General Provisions: Standard boilerplate including notices, assignment, and amendment procedures

What sections are optional to include in a Master Service Agreement?

1. Data Protection: Required when services involve processing personal data under Nigerian Data Protection Regulation

2. Compliance with Anti-Corruption Laws: Added for high-value contracts or when dealing with government entities

3. Foreign Exchange Provisions: Needed when contract involves international payments or currency exchange

4. Personnel and Subcontractors: Required when services involve deployment of personnel or use of subcontractors

5. Change Control: Added for complex technical services requiring formal change management

6. Business Continuity: Important for critical services requiring disaster recovery planning

7. Export Control: Needed when services involve cross-border technology transfer

8. Environmental Compliance: Required for services with environmental impact

9. Local Content Requirements: Important for sectors subject to Nigerian local content laws

What schedules should be included in a Master Service Agreement?

1. Schedule 1 - Service Descriptions: Detailed description of all potential services available under the MSA

2. Schedule 2 - Pricing and Payment Terms: Detailed fee structure, rates, and payment mechanisms

3. Schedule 3 - Service Levels: Specific performance metrics and measurement methods

4. Schedule 4 - Key Personnel: List of key personnel and their roles if applicable

5. Schedule 5 - Technical Requirements: Technical specifications and requirements for service delivery

6. Schedule 6 - Security Requirements: Information security and physical security requirements

7. Schedule 7 - Form of Service Order: Template for individual service orders under the MSA

8. Schedule 8 - Exit Management: Procedures for service transition upon termination

9. Appendix A - Insurance Requirements: Detailed insurance requirements and minimum coverage levels

10. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Nigeria

Document Type

Service Contract

Cost

Free to use

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