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The Exclusive Service Agreement is a critical legal instrument used in Nigerian business operations where a service provider is granted sole rights to provide specific services to a client, excluding all other potential providers. This type of agreement is particularly important in situations requiring dedicated service commitment, quality control, and confidentiality. The document addresses key aspects required under Nigerian law, including service scope, exclusivity terms, performance metrics, and compliance with local regulations. It is commonly used in various sectors where exclusive service arrangements are beneficial for business operations, such as IT services, facilities management, or professional services. The agreement must comply with Nigerian Contract Law, the Federal Competition and Consumer Protection Act 2018, and other relevant legislation while protecting both parties' interests through clear terms and conditions.

1. Parties: Identification of the service provider and recipient, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the exclusive service arrangement

3. Definitions: Defined terms used throughout the agreement for clarity and consistency

4. Scope of Services: Detailed description of services to be provided exclusively by the service provider

5. Exclusivity Provisions: Terms establishing the exclusive nature of the arrangement, including territorial and service scope restrictions

6. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

7. Payment Terms: Fees, payment schedule, invoicing requirements, and payment methods

8. Service Provider Obligations: Specific duties, performance standards, and deliverables required from the service provider

9. Client Obligations: Responsibilities and commitments of the client, including cooperation and access requirements

10. Intellectual Property Rights: Ownership and usage rights of any IP created or used during service provision

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Representations: Guarantees made by both parties regarding their capacity and service quality

13. Limitation of Liability: Caps on liability and exclusions of certain types of damages

14. Force Majeure: Provisions for handling events beyond parties' reasonable control

15. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and choice of courts/tribunals

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability