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Contractor Subcontractor Agreement Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes and regulates the relationship between a main contractor and a subcontractor. The document outlines the scope of work, payment terms, performance standards, and legal obligations of both parties. It incorporates relevant Nigerian legislation including the Labour Act, Companies and Allied Matters Act, and industry-specific regulations. The agreement provides mechanisms for project execution, quality control, dispute resolution, and risk allocation, while ensuring compliance with local content requirements and environmental regulations where applicable.

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What is a Contractor Subcontractor Agreement?

The Contractor Subcontractor Agreement is a crucial document used in Nigerian business operations when a main contractor needs to delegate specific portions of a project to specialized subcontractors. This arrangement is common in construction, infrastructure, and industrial projects where specialized expertise or additional capacity is required. The agreement, governed by Nigerian law, must comply with various regulations including the Labour Act, Companies and Allied Matters Act, and industry-specific requirements. It typically includes detailed provisions for scope of work, payment terms, quality standards, safety requirements, and risk allocation. The document is particularly important for ensuring clear communication of expectations, maintaining quality standards, and protecting both parties' interests while adhering to local content requirements where applicable.

What sections should be included in a Contractor Subcontractor Agreement?

1. Parties: Identification of the main contractor and subcontractor, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, including reference to the main contract and the contractor's authority to subcontract

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

4. Scope of Work: Detailed description of the works or services to be performed by the subcontractor

5. Subcontractor's Obligations: Key responsibilities and duties of the subcontractor, including quality standards, timeline compliance, and reporting requirements

6. Contractor's Obligations: Key responsibilities of the main contractor, including provision of access, information, and materials

7. Time for Performance: Project timeline, milestones, and completion dates

8. Payment Terms: Payment amount, schedule, method, and conditions for payment

9. Variations: Process for managing changes to the scope of work

10. Quality and Standards: Required quality standards, inspections, and approval processes

11. Health and Safety: Safety requirements and compliance with relevant regulations

12. Insurance and Indemnity: Insurance requirements and allocation of risks between parties

13. Termination: Grounds and process for terminating the agreement

14. Dispute Resolution: Process for resolving disputes between parties

15. Governing Law: Specification of Nigerian law as governing law and jurisdiction

What sections are optional to include in a Contractor Subcontractor Agreement?

1. Performance Bond: Requirements for performance security, used when project value or risk requires additional guarantees

2. Intellectual Property Rights: IP ownership and licenses, relevant when work involves creation of designs or proprietary materials

3. Confidentiality: Confidentiality obligations, important when sensitive information is shared

4. Environmental Compliance: Environmental obligations, necessary for projects with environmental impact

5. Local Content Requirements: Local content obligations, particularly relevant for oil and gas sector projects

6. Force Majeure: Provisions for unforeseen circumstances preventing performance

7. Step-in Rights: Contractor's right to take over subcontractor's work, useful for critical projects

8. Warranties: Specific warranties for work quality and durability, important for construction works

9. Assignment and Subcontracting: Rights to assign or further subcontract, if permitted

What schedules should be included in a Contractor Subcontractor Agreement?

1. Schedule 1 - Scope of Works: Detailed technical specifications and requirements for the subcontracted works

2. Schedule 2 - Payment Schedule: Detailed breakdown of payments, milestones, and payment conditions

3. Schedule 3 - Program of Works: Detailed timeline and project schedule

4. Schedule 4 - Key Personnel: List of key personnel and their qualifications

5. Schedule 5 - Equipment and Materials: List of equipment and materials to be provided by each party

6. Schedule 6 - Forms and Certificates: Standard forms for variations, completion certificates, and other project documentation

7. Schedule 7 - Insurance Requirements: Detailed insurance requirements and minimum coverage levels

8. Appendix A - Site Rules and Procedures: Site-specific rules and procedures to be followed

9. Appendix B - Quality Assurance Requirements: Detailed quality control and assurance procedures

10. Appendix C - Health and Safety Requirements: Detailed health and safety procedures and requirements

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

Cost

Free to use

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