The Cloud Platform Enterprise Agreement is designed for use in complex, enterprise-level cloud service arrangements in Nigeria. It serves as the primary contractual framework between cloud platform providers and large organizations requiring comprehensive cloud services. The agreement addresses specific Nigerian regulatory requirements, including compliance with the Nigeria Data Protection Regulation (NDPR), Cybercrime Act, and relevant telecommunications laws. It is particularly suitable for enterprise customers seeking to establish long-term cloud service relationships with significant user bases, multiple integrated services, and specific compliance requirements. The document includes detailed provisions for service levels, security measures, data protection, pricing structures, and operational procedures, making it appropriate for business-critical cloud deployments.
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1. Parties: Identification of the contracting parties including registered addresses and company details
2. Background: Context of the agreement and brief description of the cloud platform services
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Service Provision: Core obligations regarding the provision of cloud platform services
5. Access and User Rights: Terms governing access to the platform and permitted uses
6. Service Levels: Performance standards and service level commitments
7. Charges and Payment: Pricing, payment terms, and billing procedures
8. Data Protection and Security: Compliance with NDPR and security requirements
9. Confidentiality: Protection of confidential information and trade secrets
10. Intellectual Property: IP rights, ownership, and licensing terms
11. Term and Termination: Duration, renewal, and termination provisions
12. Liability and Indemnification: Risk allocation and limitation of liability
13. Force Majeure: Provisions for unforeseen circumstances and force majeure events
14. Governing Law and Jurisdiction: Nigerian law application and dispute resolution procedures
1. Professional Services: Additional implementation or consulting services, included if professional services are part of the agreement
2. Content Restrictions: Specific content limitations and acceptable use policies, included for content-heavy platforms
3. Reseller Provisions: Terms for reselling services, included if partner/reseller relationship exists
4. High-Risk Activities: Restrictions on use for critical or high-risk operations, included for enterprise-grade services
5. Insurance: Specific insurance requirements, included for high-value or regulated industry contracts
6. Anti-Corruption: Additional anti-corruption provisions, included for public sector or high-value contracts
7. Local Content Requirements: Nigerian local content requirements, included if applicable to the industry sector
1. Schedule 1 - Service Description: Detailed description of cloud platform services and features
2. Schedule 2 - Service Level Agreement: Detailed SLA metrics, measurements, and remedies
3. Schedule 3 - Pricing and Payment Terms: Detailed pricing structure, payment schedules, and billing procedures
4. Schedule 4 - Support Services: Support level descriptions and procedures
5. Schedule 5 - Security Requirements: Detailed security specifications and compliance requirements
6. Schedule 6 - Data Processing Agreement: Detailed data protection terms complying with NDPR requirements
7. Schedule 7 - Technical Requirements: Technical specifications and requirements for platform use
8. Appendix A - Authorized Affiliates: List of authorized group companies permitted to use the services
9. Appendix B - Approved Subcontractors: List of approved subprocessors and service providers
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