The Service Framework Agreement is a fundamental commercial contract used in Nigeria when parties anticipate an ongoing service relationship requiring flexibility and scalability. It provides a master agreement structure under which specific services can be commissioned through work orders, avoiding the need to negotiate full terms for each service engagement. This document type is particularly relevant in the Nigerian business context where companies need to ensure compliance with local laws while maintaining international business standards. The agreement includes provisions for service delivery, payment terms, performance standards, and dispute resolution, while addressing specific Nigerian regulatory requirements such as local content laws, data protection, and sector-specific regulations. The framework structure allows for efficient contract administration and clear governance of service relationships, making it suitable for both domestic and international business arrangements in Nigeria.
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1. Parties: Identification of the service provider and customer, including registration details and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Structure and Term: Framework structure, initial term, and renewal provisions
5. Scope of Services: General description of services covered under the framework
6. Work Order Process: Procedure for requesting, approving, and implementing specific services
7. Service Provider's Obligations: Key responsibilities and commitments of the service provider
8. Customer's Obligations: Key responsibilities and commitments of the customer
9. Fees and Payment Terms: Pricing structure, payment terms, invoicing, and related financial provisions
10. Service Levels: Performance standards and measurement criteria
11. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP
12. Confidentiality: Protection and handling of confidential information
13. Data Protection: Compliance with Nigerian Data Protection Regulation and data handling procedures
14. Liability and Indemnification: Limitation of liability and indemnification obligations
15. Force Majeure: Events excusing performance and related procedures
16. Termination: Grounds for termination and termination procedures
17. Consequences of Termination: Post-termination obligations and transitions
18. Dispute Resolution: Process for resolving disputes, including arbitration provisions
19. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Competition and Anti-corruption: Required when dealing with public sector or international parties, covering compliance with anti-corruption laws
2. Foreign Exchange: Include when services involve international payments or foreign currency considerations
3. Personnel and Key Staff: Required when specific individuals are critical to service delivery
4. Insurance: Detailed insurance requirements for high-risk services
5. Security Requirements: Include for services involving access to sensitive systems or facilities
6. Business Continuity: Required for critical services requiring disaster recovery planning
7. Environmental Compliance: Include for services with environmental impacts
8. Local Content Requirements: Required when subject to Nigerian local content laws
9. Change Control: Include for complex services requiring formal change management procedures
1. Schedule 1 - Service Descriptions: Detailed descriptions of all services covered under the framework
2. Schedule 2 - Pricing and Rate Card: Detailed pricing structure, rates, and charging mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed service level requirements and measurement metrics
4. Schedule 4 - Work Order Template: Standard template for individual work orders
5. Schedule 5 - Key Personnel: List of key personnel and their roles
6. Schedule 6 - Governance and Reporting: Management structure and reporting requirements
7. Schedule 7 - Technical Requirements: Technical specifications and standards for service delivery
8. Schedule 8 - Form of Parent Company Guarantee: Standard form of parent company guarantee if required
9. Appendix A - Contact Details: Contact information for key personnel and authorized representatives
10. Appendix B - Compliance Requirements: Specific regulatory and compliance requirements
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