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Framework Collaboration Agreement Template for Nigeria

A comprehensive legal document governed by Nigerian law that establishes a framework for long-term collaboration between two or more parties. It sets out the general terms, principles, and governance structure for future specific project agreements while ensuring compliance with Nigerian commercial law, including the Companies and Allied Matters Act (CAMA) 2020 and relevant sector-specific regulations. The agreement provides flexibility for various forms of collaboration while establishing clear guidelines for project implementation, risk allocation, and dispute resolution.

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What is a Framework Collaboration Agreement?

The Framework Collaboration Agreement is a strategic legal instrument used in Nigerian business practice to establish long-term collaborative relationships between organizations. It serves as a master agreement that sets out the general principles, terms, and governance structure under which parties can later enter into specific project agreements. This document type is particularly relevant in the Nigerian business context where complex, multi-phase projects require a flexible yet structured approach to collaboration. The agreement must comply with Nigerian law, including the Companies and Allied Matters Act (CAMA) 2020, Federal Competition and Consumer Protection Act 2018, and relevant sector-specific regulations. It typically includes provisions for governance, financial arrangements, risk allocation, intellectual property rights, and dispute resolution, while remaining adaptable to accommodate various forms of collaboration and specific project requirements.

What sections should be included in a Framework Collaboration Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the collaboration and brief description of the parties' businesses

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Collaboration: Overview of the intended collaboration and its objectives

5. Term and Termination: Duration of the agreement and termination provisions

6. Governance Structure: Management and oversight of the collaboration, including steering committee details

7. Financial Arrangements: General principles for cost sharing, pricing, and payment terms

8. Confidentiality: Protection and handling of confidential information

9. Warranties and Representations: Standard warranties provided by each party

10. Liability and Indemnification: Allocation of risks and responsibilities between parties

11. Force Majeure: Provisions for unforeseen circumstances affecting performance

12. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law

13. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

What sections are optional to include in a Framework Collaboration Agreement?

1. Intellectual Property Rights: Ownership and licensing of IP created during collaboration - include if IP will be created or shared

2. Data Protection: Compliance with Nigerian Data Protection Regulation - include if personal data will be processed

3. Staff Transfer Provisions: Terms for secondment or transfer of employees - include if staff will be shared

4. Competition Compliance: Specific provisions ensuring compliance with competition laws - include for competitors collaborating

5. Export Control: Compliance with international trade regulations - include for cross-border collaborations

6. Local Content Requirements: Compliance with Nigerian local content laws - include for specific regulated sectors

7. Environmental Compliance: Environmental protection measures - include for projects with environmental impact

8. Insurance: Specific insurance requirements - include for high-risk collaborations

What schedules should be included in a Framework Collaboration Agreement?

1. Schedule 1 - Services Description: Detailed description of services or activities under the collaboration

2. Schedule 2 - Governance Procedures: Detailed procedures for steering committee meetings and decision-making

3. Schedule 3 - Financial Model: Detailed pricing, cost allocation, and payment mechanisms

4. Schedule 4 - Key Performance Indicators: Performance metrics and measurement criteria

5. Schedule 5 - Technical Requirements: Technical specifications and standards for the collaboration

6. Schedule 6 - Form of Project Agreement: Template for specific project agreements under the framework

7. Schedule 7 - Contact Details: Key contacts and notice details for each party

8. Schedule 8 - Approved Subcontractors: List of pre-approved subcontractors if applicable

9. Appendix A - Compliance Requirements: Detailed regulatory and compliance requirements

10. Appendix B - Required Insurance: Specific insurance requirements and minimum coverage levels

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

Document Type

Framework Agreement

Cost

Free to use

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