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The Foreign Licensing Agreement is a critical document used when foreign entities wish to license their intellectual property, technology, or proprietary rights to Nigerian companies. This agreement type is particularly relevant in the context of Nigeria's push for technology transfer and local content development. The document must comply with specific Nigerian regulations, particularly those enforced by the National Office for Technology Acquisition and Promotion (NOTAP), and address foreign exchange considerations under Central Bank of Nigeria guidelines. It typically includes detailed provisions for technology transfer, quality control, royalty payments, and regulatory compliance, while protecting the intellectual property rights of the foreign licensor and ensuring proper implementation by the Nigerian licensee.

1. Parties: Identification of the licensor and licensee, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the licensed property, and parties' authority to enter into the agreement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including technical terms specific to the licensed property

4. Grant of License: Scope of the license, whether exclusive or non-exclusive, territory, and permitted uses

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Financial Terms: License fees, royalties, payment schedule, currency, and payment methods compliant with Nigerian foreign exchange regulations

7. Regulatory Compliance: Obligations regarding NOTAP registration and compliance with Nigerian laws

8. Rights and Obligations: Detailed responsibilities of both parties, including quality control, maintenance, and reporting requirements

9. Intellectual Property Protection: Provisions for protecting the licensed IP, including registration, enforcement, and infringement procedures

10. Confidentiality: Protection of confidential information exchanged during the agreement

11. Representations and Warranties: Statements of fact and promises by both parties regarding their authority, IP ownership, and compliance

12. Indemnification: Provisions for compensation in case of breach or third-party claims

13. Termination: Grounds for termination, notice requirements, and consequences of termination

14. Post-Termination Obligations: Duties and restrictions that survive the end of the agreement

15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and arbitration provisions

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

17. General Provisions: Standard clauses including force majeure, notices, assignment, and amendments