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1. Parties: Identifies and provides full details of the Principal and the Agent/Contractor
2. Background: Sets out the context of the agreement and brief description of the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Appointment and Scope: Establishes the agency/contractor relationship and defines the scope of authority
5. Term and Termination: Specifies the duration of the agreement and circumstances for termination
6. Duties and Responsibilities of the Agent: Details the agent's obligations, deliverables, and performance standards
7. Principal's Obligations: Outlines the principal's duties and commitments to the agent
8. Compensation and Payment Terms: Specifies fees, commission structures, payment schedules, and expenses
9. Confidentiality: Protects confidential information and trade secrets
10. Intellectual Property Rights: Addresses ownership and usage of intellectual property
11. Non-Competition and Non-Solicitation: Restricts competitive activities and client solicitation
12. Indemnification: Sets out mutual indemnification obligations
13. Limitation of Liability: Defines the extent and limitations of each party's liability
14. Insurance: Specifies required insurance coverage
15. Governing Law and Jurisdiction: Establishes Nigerian law as governing law and sets jurisdiction for disputes
16. General Provisions: Includes standard boilerplate clauses like force majeure, notices, and assignment
1. Compliance with Anti-Corruption Laws: Required when dealing with government contracts or high-risk sectors
2. Foreign Exchange Provisions: Needed when payments involve foreign currency transactions
3. Data Protection: Required when personal data processing is involved
4. Training and Support: Included when the principal provides training or ongoing support
5. Performance Metrics: Used when specific KPIs or performance standards are crucial
6. Territory Restrictions: Needed when the agent's activities are geographically limited
7. Minimum Performance Requirements: Include when setting specific sales or performance targets
8. Sub-Contracting Rights: Required when agent may need to subcontract certain services
9. Exit Management: Important for complex relationships requiring detailed termination procedures
1. Schedule 1 - Services Description: Detailed description of services to be provided by the agent
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, commission rates, and payment terms
3. Schedule 3 - Territory: Detailed description of geographical areas covered by the agreement
4. Schedule 4 - Performance Metrics: Specific KPIs, targets, and measurement criteria
5. Schedule 5 - Approved Sub-contractors: List of pre-approved sub-contractors if applicable
6. Schedule 6 - Required Insurance Coverage: Detailed insurance requirements and minimum coverage amounts
7. Appendix A - Power of Attorney: If specific legal powers are being granted to the agent
8. Appendix B - Standard Operating Procedures: Detailed procedures for carrying out agency duties
9. Appendix C - Reporting Templates: Standard forms and templates for required reports
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