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The International Contractor Agreement serves as a essential legal framework for Nigerian companies engaging contractors from foreign jurisdictions. This document is specifically designed to comply with Nigerian legislation while facilitating international business relationships. It should be used whenever a Nigerian company intends to formally engage an individual or entity from another country to provide services as an independent contractor. The agreement covers crucial elements including service scope, payment terms, intellectual property rights, confidentiality, and regulatory compliance, particularly with Nigerian labor laws, tax regulations, and foreign exchange requirements. It includes specific provisions to clearly establish the independent contractor status and avoid misclassification risks under Nigerian employment law.

1. Parties: Identifies the contracting company and the contractor, including full legal names, registration details, and addresses

2. Background: Outlines the context of the agreement and the parties' intentions to enter into a contractor relationship

3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty

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

6. Compensation and Payment Terms: Fee structure, payment schedule, currency, and payment methods

7. Independent Contractor Status: Explicitly establishes the independent nature of the relationship and disclaims employment relationship

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

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

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

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection: Compliance with NDPR and data protection requirements

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

14. Force Majeure: Provisions for unforeseen circumstances preventing performance

15. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and jurisdiction for disputes

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