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The Independent Contractor Retainer Agreement is essential for businesses operating in Nigeria that regularly engage independent professionals or firms for ongoing services. This document is crucial for establishing clear boundaries between employment and contractor relationships, protecting both parties' interests while ensuring compliance with Nigerian labor, tax, and business laws. It's particularly relevant in today's growing gig economy and professional services sector, where companies increasingly rely on external expertise. The agreement covers critical aspects including service scope, payment terms, intellectual property rights, confidentiality, and liability issues, while incorporating necessary provisions to comply with Nigerian regulatory requirements. This document is designed to protect both parties' interests while maintaining flexibility in professional relationships and avoiding potential misclassification issues under Nigerian employment law.

1. Parties: Identification of the company/client and the independent contractor, including full legal names, registration numbers (if applicable), and addresses

2. Background: Context of the agreement, brief description of the client's business, and the purpose for engaging the contractor

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

4. Scope of Services: Detailed description of the services to be provided by the contractor

5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination by either party

6. Fees and Payment Terms: Compensation structure, payment schedule, expenses, and invoicing procedures

7. Independent Contractor Status: Clear establishment of the contractor's independent status and not an employee

8. Contractor's Obligations: Key responsibilities, performance standards, and delivery requirements

9. Client's Obligations: Client's responsibilities, including provision of necessary information and resources

10. Intellectual Property Rights: Ownership and rights to work product, pre-existing IP, and created materials

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Compete and Non-Solicitation: Restrictions on competitive activities and solicitation of clients/employees

13. Indemnification: Mutual or one-way indemnification obligations

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

15. Insurance: Required insurance coverage to be maintained by the contractor

16. General Provisions: Standard boilerplate clauses including governing law, notices, assignment, etc.