Due Diligence Engagement Letter Template for Nigeria

This document is a formal engagement letter used in Nigeria to establish the terms and conditions under which a professional firm will conduct due diligence services for its client. It encompasses the scope of work, responsibilities, timelines, deliverables, and commercial terms while adhering to Nigerian legal requirements, including compliance with the Companies and Allied Matters Act (CAMA) 2020, Nigeria Data Protection Regulation (NDPR) 2019, and other relevant Nigerian legislation. The letter serves as a binding agreement between the parties and provides legal protection for both the service provider and the client throughout the due diligence process.

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What is a Due Diligence Engagement Letter?

The Due Diligence Engagement Letter is a crucial document used in Nigerian business transactions when a professional firm is engaged to conduct detailed investigations into a business, asset, or investment opportunity. This document is typically required before major transactions such as mergers, acquisitions, investments, or significant commercial contracts. The letter outlines the scope of the due diligence investigation, methodologies to be employed, access requirements, confidentiality obligations, and deliverables. It must comply with Nigerian legislation, including CAMA 2020, NDPR 2019, and relevant professional regulations. The document is particularly important in the Nigerian context where proper due diligence is essential for risk management and regulatory compliance in business transactions.

What sections should be included in a Due Diligence Engagement Letter?

1. Letter Header: Including date, reference number, and addressee details

2. Introduction: Identifying the parties and the purpose of the engagement

3. Scope of Services: Detailed description of the due diligence services to be provided, including areas to be covered and depth of investigation

4. Timeline and Deliverables: Expected duration of the engagement and format/nature of final deliverables

5. Fees and Payment Terms: Professional fees, payment schedule, and any additional costs or expenses

6. Confidentiality Obligations: Commitments regarding the handling of sensitive information

7. Team and Resources: Key personnel involved and their roles in the due diligence process

8. Client Responsibilities: Expected cooperation, information access, and support required from the client

9. Limitation of Liability: Extent and limitations of the service provider's liability

10. Governing Law: Confirmation that Nigerian law governs the engagement

11. Signature Block: Space for both parties to execute the letter

What sections are optional to include in a Due Diligence Engagement Letter?

1. Conflicts of Interest: Required when there are potential conflicts that need to be disclosed and addressed

2. Third-Party Access: Needed when other parties (like potential investors or lenders) will need access to the due diligence findings

3. Data Protection Provisions: Required when the due diligence involves processing personal data under NDPR

4. Anti-Money Laundering Compliance: Necessary when the scope includes financial due diligence or ownership verification

5. Termination Provisions: Important for longer engagements where early termination might be necessary

6. Insurance Coverage: Required when specific professional indemnity insurance needs to be maintained

7. Force Majeure: Useful when the engagement might be affected by external circumstances beyond parties' control

What schedules should be included in a Due Diligence Engagement Letter?

1. Scope Schedule: Detailed breakdown of areas to be covered in the due diligence investigation

2. Fee Schedule: Detailed breakdown of fees, expenses, and payment milestones

3. Team Structure: Organizational chart and CVs of key team members

4. Document Request List: Initial list of documents and information required for the due diligence

5. Timeline Schedule: Detailed project timeline with key milestones and deadlines

6. Report Template: Sample format or structure of the due diligence report to be delivered

7. Compliance Checklist: List of regulatory requirements and compliance items to be verified

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Nigeria

Publisher

Genie AI

Document Type

Engagement Letter

Cost

Free to use

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