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1. Parties: Identification and details of the contracting parties, including registration numbers for companies
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Defined terms used throughout the agreement
4. Scope of Agreement: Overview of the services or goods to be provided under the schedule arrangement
5. Duration and Term: Period of the agreement, including commencement date and renewal provisions
6. Ordering Process: Procedures for placing and accepting orders under the schedule
7. Pricing and Payment: General pricing principles, payment terms, and invoicing procedures
8. Delivery and Performance: General obligations regarding delivery or performance of services
9. Quality Standards: Required quality levels and standards to be maintained
10. Warranties and Representations: Standard warranties regarding capacity, authority, and quality
11. Liability and Indemnification: Allocation of risks and responsibilities between parties
12. Confidentiality: Protection of confidential information exchanged under the agreement
13. Force Majeure: Provisions for unforeseen circumstances affecting performance
14. Termination: Grounds and procedures for ending the agreement
15. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction
16. Notices: Process for formal communications between parties
17. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and assignment
1. Insurance: Required when specific insurance coverage needs to be maintained by either party
2. Intellectual Property: Include when the agreement involves creation, licensing, or use of intellectual property
3. Data Protection: Required when personal data processing is involved in the agreement
4. Export Control: Include for international transactions or when dealing with regulated goods
5. Environmental Compliance: Necessary when environmental regulations affect the subject matter
6. Local Content Requirements: Include when Nigerian local content laws apply to the agreement
7. Anti-Corruption: Important for high-value contracts or government-related transactions
8. Change Control: Include when frequent changes to specifications or requirements are anticipated
1. Schedule 1 - Products/Services Description: Detailed specifications of products or services covered by the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Key Personnel: List of key contacts and responsible personnel from both parties
5. Schedule 5 - Delivery Locations: Specified delivery points and associated requirements
6. Schedule 6 - Technical Requirements: Detailed technical specifications or requirements
7. Schedule 7 - Form of Order: Template for placing orders under the agreement
8. Appendix A - Required Documentation: List of documents required for each transaction
9. Appendix B - Quality Control Procedures: Detailed quality control and testing procedures
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