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Third Party Vendor Contract Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes and regulates the commercial relationship between a company and its third-party vendor or supplier. The document outlines the terms and conditions for the provision of goods or services, including scope, payment terms, performance standards, and compliance requirements. It incorporates relevant Nigerian regulatory requirements, including those from the Companies and Allied Matters Act (CAMA) 2020, Nigerian Data Protection Regulation (NDPR), and other applicable local laws. The agreement provides mechanisms for risk management, dispute resolution, and protection of both parties' interests while ensuring compliance with Nigerian commercial law principles.

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What is a Third Party Vendor Contract?

The Third Party Vendor Contract serves as a fundamental legal instrument for businesses operating in Nigeria to establish and maintain formal relationships with their suppliers and service providers. This document is essential when engaging external vendors for the provision of goods, services, or a combination of both, ensuring compliance with Nigerian legal requirements including CAMA 2020, NDPR, and relevant sector-specific regulations. The contract typically includes comprehensive terms covering service scope, performance metrics, payment structures, risk allocation, and compliance obligations. It is particularly important in the Nigerian business context where proper documentation of commercial relationships is crucial for regulatory compliance, risk management, and dispute resolution. The agreement should be tailored to accommodate both local and international vendor relationships while ensuring adherence to Nigerian local content requirements where applicable.

What sections should be included in a Third Party Vendor Contract?

1. Parties: Identification and details of the contracting parties, including registration numbers and addresses

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Scope of Services: Detailed description of goods/services to be provided by the vendor

5. Term and Termination: Duration of the agreement and conditions for termination

6. Payment Terms: Pricing, payment schedule, invoicing requirements, and currency specifications

7. Vendor Obligations: Key responsibilities and commitments of the vendor

8. Client Obligations: Key responsibilities and commitments of the client

9. Service Levels: Performance standards and metrics for vendor's services

10. Warranties and Representations: Guarantees and assertions made by both parties

11. Confidentiality: Protection and handling of confidential information

12. Intellectual Property: Ownership and rights regarding IP created or used during the contract

13. Indemnification: Protection against losses and liability allocation

14. Force Majeure: Handling of circumstances beyond parties' control

15. Dispute Resolution: Process for resolving disagreements including jurisdiction and governing law

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

What sections are optional to include in a Third Party Vendor Contract?

1. Data Protection: Required when personal data processing is involved, ensuring NDPR compliance

2. Insurance: Include when specific insurance coverage is required from the vendor

3. Compliance with Anti-Corruption Laws: Required for high-value contracts or government-related work

4. Local Content Requirements: Include when subject to Nigerian local content regulations

5. Security Requirements: Required when vendor has access to client's systems or facilities

6. Business Continuity: Include for critical services or long-term vendor relationships

7. Environmental Compliance: Required for services with environmental impact

8. Subcontracting: Include when vendor may need to engage subcontractors

9. Import/Export Compliance: Required for international vendors or cross-border services

10. Staff and Personnel: Include when vendor's staff will work on client premises

What schedules should be included in a Third Party Vendor Contract?

1. Schedule 1 - Service Specifications: Detailed technical specifications of services/goods to be provided

2. Schedule 2 - Pricing and Payment Schedule: Detailed breakdown of costs, fees, and payment milestones

3. Schedule 3 - Service Level Agreement: Detailed performance metrics, reporting requirements, and penalties

4. Schedule 4 - Key Personnel: List of key vendor staff assigned to the contract

5. Schedule 5 - Required Insurance Coverage: Specific insurance types and coverage amounts

6. Schedule 6 - Security Requirements: Detailed security protocols and compliance requirements

7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable

8. Appendix A - Compliance Certificates: Copies of required regulatory certifications

9. Appendix B - Form of Invoice: Template for standardized invoicing

10. Appendix C - Change Order Form: Template for requesting and approving changes to services

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

Jurisdiction

Nigeria

Document Type

Vendor Agreement

Cost

Free to use

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