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Exclusive Supply Agreement Template for Nigeria

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Key Requirements PROMPT example:

Exclusive Supply Agreement

"I need an Exclusive Supply Agreement under Nigerian law for my manufacturing company to be the sole supplier of automotive parts to a major distributor in Lagos, with specific provisions for minimum quarterly purchase commitments and quality control requirements starting from March 2025."

Document background
The Exclusive Supply Agreement is a critical commercial contract used in Nigerian business operations where a supplier commits to providing specific products exclusively to a designated buyer within a defined territory. This document is particularly relevant in situations requiring secured supply chains, guaranteed market access, or strategic business partnerships. The agreement typically addresses key aspects such as product specifications, pricing mechanisms, minimum purchase commitments, quality standards, and delivery terms, while ensuring compliance with Nigerian competition laws and regulatory requirements. It's commonly used in various industries from manufacturing to retail, and can be adapted for both domestic and international trade relationships. The document must carefully balance commercial interests with legal compliance, particularly regarding competition law and trade regulations in Nigeria.
Suggested Sections

1. Parties: Identification and details of the supplier and buyer

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

3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation

4. Appointment and Exclusivity: Terms of exclusive appointment and territorial scope

5. Supply Obligations: Core obligations of the supplier including quantity, quality, and delivery terms

6. Purchase Obligations: Core obligations of the buyer including minimum purchase commitments

7. Ordering Process: Procedures for placing and accepting orders

8. Pricing and Payment: Price determination, payment terms, and invoicing procedures

9. Quality and Specifications: Product quality requirements and compliance with standards

10. Delivery and Risk: Delivery terms, transfer of risk, and logistics arrangements

11. Term and Termination: Duration of agreement and termination provisions

12. Warranties and Representations: Standard warranties regarding products and capacity to contract

13. Confidentiality: Protection of confidential information

14. Force Majeure: Provisions for unforeseen circumstances affecting performance

15. Governing Law and Dispute Resolution: Choice of Nigerian law and dispute resolution mechanisms

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

Optional Sections

1. Competition Compliance: Specific provisions ensuring compliance with Nigerian competition laws - include if exclusivity arrangements are particularly restrictive

2. Insurance: Insurance requirements - include if high-value or high-risk products are involved

3. Intellectual Property: IP rights and licenses - include if branded products or technical specifications are involved

4. Performance Targets: Specific performance metrics - include if parties want to set measurable targets

5. Training and Support: Technical support provisions - include for complex products or services

6. Change Control: Procedures for changing specifications - include for technical or evolving products

7. Export Controls: Export compliance provisions - include if international trade is involved

8. Local Content Requirements: Nigerian local content provisions - include if in regulated sectors like oil and gas

Suggested Schedules

1. Schedule 1 - Product Specifications: Detailed technical specifications of products

2. Schedule 2 - Pricing Schedule: Detailed pricing structure and any volume-based discounts

3. Schedule 3 - Minimum Purchase Quantities: Agreed minimum purchase commitments by period

4. Schedule 4 - Quality Standards: Detailed quality requirements and testing procedures

5. Schedule 5 - Territory Definition: Detailed description of exclusive territory

6. Schedule 6 - Delivery Locations: List of approved delivery points and specific requirements

7. Schedule 7 - Key Performance Indicators: Detailed performance metrics and measurement criteria

8. Schedule 8 - Forms and Procedures: Standard forms for ordering, delivery notes, and other processes

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

















































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Relevant Industries

Manufacturing

Fast-Moving Consumer Goods (FMCG)

Pharmaceuticals

Oil and Gas

Agriculture and Food Processing

Automotive

Industrial Equipment

Chemical and Petrochemical

Construction Materials

Technology and Electronics

Telecommunications

Relevant Teams

Legal

Procurement

Supply Chain

Commercial

Operations

Compliance

Finance

Sales

Quality Assurance

Logistics

Risk Management

Relevant Roles

Supply Chain Manager

Procurement Director

Commercial Director

Legal Counsel

Business Development Manager

Operations Manager

Compliance Officer

Contract Manager

Chief Commercial Officer

Sales Director

Distribution Manager

Quality Assurance Manager

Logistics Manager

Chief Financial Officer

Risk Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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