This Master Service Agreement and Statement of Work template is designed for business relationships in Nigeria where ongoing services are required with multiple specific projects or deliverables over time. The document combines an overarching MSA that establishes the general legal framework, risk allocation, and relationship governance with a SOW mechanism that allows for detailed project-specific terms to be agreed upon as needed. It is particularly useful for long-term service relationships where scope, pricing, and deliverables may vary across different projects. The document incorporates Nigerian legal requirements, including local content provisions where applicable, and provides comprehensive protection for both service providers and clients operating in the Nigerian business environment. It includes provisions for data protection under the NDPR, tax compliance, and dispute resolution mechanisms specific to the Nigerian jurisdiction.
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1. Parties: Identification and details of the contracting parties, including registered addresses and company registration numbers
2. Background: Context of the agreement, relationship between parties, and general purpose of the MSA and SOW structure
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Term and Termination: Duration of the MSA, renewal provisions, and circumstances for termination
5. Services Framework: General framework for how services will be requested, approved, and delivered through SOWs
6. Statement of Work Process: Process for creating, approving, and executing individual SOWs
7. Payment Terms: General payment provisions, including invoicing, payment methods, and currencies
8. Service Provider Obligations: Core obligations of the service provider, including quality standards and performance requirements
9. Client Obligations: Core obligations of the client, including cooperation and access requirements
10. Intellectual Property Rights: Ownership and licensing of pre-existing and created IP
11. Confidentiality: Protection and handling of confidential information
12. Data Protection and Privacy: Compliance with NDPR and data handling requirements
13. Liability and Indemnification: Limitation of liability and indemnification obligations
14. Force Majeure: Provisions for handling events beyond parties' control
15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Insurance Requirements: Detailed insurance obligations - include when services involve significant risks or on-site work
2. Information Security: Specific information security requirements - include for technology or data-intensive services
3. Business Continuity: Business continuity and disaster recovery requirements - include for critical services
4. Compliance with Anti-Corruption Laws: Detailed anti-corruption provisions - include for high-value contracts or government-related work
5. Environmental Compliance: Environmental protection obligations - include for services with environmental impact
6. Local Content Requirements: Nigerian local content requirements - include for oil & gas or regulated industries
7. Personnel and Subcontractors: Detailed requirements for service provider's team - include when specific expertise or clearance is required
8. Change Control: Formal change management process - include for complex or long-term services
1. Schedule 1 - Standard SOW Template: Template for creating individual Statements of Work
2. Schedule 2 - Service Levels: Detailed service levels and performance metrics
3. Schedule 3 - Rate Card: Standard rates for services and personnel categories
4. Schedule 4 - Key Personnel: Details of key team members and their roles
5. Schedule 5 - Technical Requirements: Technical specifications and standards for service delivery
6. Schedule 6 - Security Requirements: Detailed security protocols and requirements
7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Appendix A - Contact Details: Key contacts and escalation matrix for both parties
9. Appendix B - Required Insurance Coverage: Detailed insurance requirements and minimum coverage levels
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