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Software Sales Agreement for Nigeria

Software Sales Agreement Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes the terms and conditions for the sale and licensing of software products. This document outlines the rights and obligations of both the software vendor and the purchaser, including licensing terms, payment conditions, implementation requirements, warranties, and support services. It incorporates compliance with Nigerian technology laws, including the NITDA Act and Nigeria Data Protection Regulation (NDPR), while addressing specific requirements for software transactions in the Nigerian business environment.

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Software Sales Agreement

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What is a Software Sales Agreement?

The Software Sales Agreement serves as a crucial legal instrument for technology transactions in Nigeria, designed to facilitate the sale and licensing of software products while ensuring compliance with local regulations. This document is essential when a software vendor wishes to sell their software products to Nigerian businesses, government agencies, or other organizations. It includes comprehensive provisions covering licensing rights, implementation procedures, payment terms, warranties, and support obligations, all aligned with Nigerian legal requirements including the NITDA Act, NDPR, and relevant commercial laws. The agreement addresses both traditional software sales and modern software delivery methods, incorporating necessary protections for intellectual property rights and data privacy compliance specific to the Nigerian market.

What sections should be included in a Software Sales Agreement?

1. Parties: Identification of the seller (software company) and buyer, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, brief description of the software product, and purpose of the sale

3. Definitions: Defined terms used throughout the agreement, including technical terms specific to the software

4. Software License Grant: Scope of license, usage rights, and restrictions on use of the software

5. Payment Terms: Price, payment schedule, currency, payment method, and late payment consequences

6. Delivery and Implementation: Timeline and method of software delivery, installation requirements, and acceptance testing procedures

7. Warranties and Representations: Software performance warranties, compliance with specifications, and legal warranties

8. Support and Maintenance: Basic support services, response times, and maintenance obligations

9. Intellectual Property Rights: Ownership of IP, protection of rights, and infringement indemnities

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration of agreement, renewal terms, and termination rights

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

13. Data Protection: Compliance with NDPR and data protection obligations

14. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

What sections are optional to include in a Software Sales Agreement?

1. Source Code Escrow: Include when source code escrow arrangements are required for business continuity

2. Custom Development: Include when the software requires customization or bespoke development

3. Training Services: Include when training services are part of the software sale

4. Service Level Agreement: Include when specific performance metrics and service levels are required

5. Third-Party Software: Include when third-party software components are part of the solution

6. Export Controls: Include for international sales or when software contains restricted technologies

7. Disaster Recovery: Include when business continuity and disaster recovery requirements are critical

8. Change Control: Include when formal processes for changes to software or services are needed

What schedules should be included in a Software Sales Agreement?

1. Software Description and Specifications: Detailed technical specifications and functionality of the software

2. License Fees and Payment Schedule: Breakdown of costs, payment milestones, and pricing details

3. Service Level Requirements: Performance metrics, availability requirements, and response times

4. Support and Maintenance Terms: Detailed support procedures, maintenance windows, and escalation processes

5. Acceptance Testing Criteria: Testing procedures, acceptance criteria, and sign-off requirements

6. Implementation Plan: Project timeline, milestones, and delivery schedule

7. Data Processing Requirements: Specific data handling and protection requirements under NDPR

8. Required Hardware and System Environment: Technical requirements for running the software

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 | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions



















































Clauses









































Relevant Industries

Information Technology

Banking and Financial Services

Healthcare

Education

Retail

Manufacturing

Telecommunications

Government and Public Sector

Professional Services

Oil and Gas

Agriculture

Transportation and Logistics

Construction

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Finance

Compliance

Sales

Business Development

Information Security

Operations

Risk Management

Vendor Management

Project Management

Relevant Roles

Chief Technology Officer

IT Director

Procurement Manager

Legal Counsel

Software Sales Manager

Contract Manager

Chief Information Officer

IT Procurement Specialist

Commercial Director

Compliance Officer

Software Licensing Manager

Business Development Manager

Chief Financial Officer

IT Security Manager

Project Manager

Vendor Management Officer

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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