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1. Parties: Identifies and provides full details of the contracting parties - the client and the consultant
2. Background: Sets out the context of the agreement and the parties' intention to enter into a consulting arrangement
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Scope of Services: Detailed description of the consulting services to be provided
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. Payment Terms: Details of consulting fees, payment schedule, invoicing requirements, and payment methods
7. Obligations of the Consultant: Key responsibilities and duties of the consultant
8. Obligations of the Client: Key responsibilities and duties of the client
9. Confidentiality: Provisions protecting confidential information shared during the engagement
10. Intellectual Property: Ownership and rights regarding any IP created during the consulting work
11. Independent Contractor Status: Clear statement that the relationship is one of independent contractor, not employment
12. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and sets jurisdiction for disputes
13. Entire Agreement: Standard boilerplate confirming this document represents the complete agreement
14. Execution: Signature blocks and execution formalities
1. Non-Compete: Restrictions on consultant's ability to work with competitors (include if protecting market position is important)
2. Non-Solicitation: Prevents consultant from soliciting client's employees or customers (include if protecting business relationships is crucial)
3. Insurance: Requirements for professional indemnity or other insurance (include for high-risk consulting work)
4. Force Majeure: Provisions for unforeseen circumstances preventing performance (include if long-term or critical services)
5. Assignment: Rights to assign the agreement to other parties (include if either party might need to transfer rights)
6. Dispute Resolution: Detailed dispute resolution procedures including mediation/arbitration (include for high-value agreements)
7. Change Control: Process for making changes to the scope of services (include for complex or long-term projects)
8. Currency and Exchange Rates: Provisions for handling foreign currency payments (include for international consultants)
1. Schedule A - Services Description: Detailed breakdown of consulting services, deliverables, and timelines
2. Schedule B - Fee Schedule: Detailed breakdown of fees, expenses, and payment milestones
3. Schedule C - Key Personnel: List of key consultant personnel assigned to the project (if applicable)
4. Schedule D - Service Levels: Performance metrics and service level requirements (if applicable)
5. Appendix 1 - Required Documentation: List of required certificates, permits, or qualifications
6. Appendix 2 - Approved Expenses: List of pre-approved expenses and reimbursement procedures
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