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1. Parties: Identifies and provides full details of the principal company and the marketing agency/partner
2. Background: Sets out the context of the agreement, including the principal's business and desire for marketing services
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope: Establishes the exclusive appointment and defines the territorial scope
5. Term and Termination: Specifies the duration of the agreement and termination provisions
6. Exclusivity Obligations: Details the nature and extent of the exclusive arrangement
7. Marketing Services: Comprehensive description of marketing services to be provided
8. Performance Targets: Specifies minimum performance requirements and KPIs
9. Fees and Payment Terms: Details the fee structure, payment schedule, and invoicing requirements
10. Intellectual Property Rights: Addresses ownership and usage rights of marketing materials and brand elements
11. Confidentiality: Protects confidential information of both parties
12. Representations and Warranties: Sets out the parties' promises and assertions
13. Compliance with Laws: Ensures adherence to Nigerian laws, including APCON regulations
14. Limitation of Liability: Defines the extent of parties' liability
15. Force Majeure: Addresses circumstances beyond parties' control
16. Governing Law and Jurisdiction: Confirms Nigerian law governance and dispute resolution approach
17. General Provisions: Contains standard boilerplate clauses
1. Non-Compete: Restricts the marketing partner from working with competitors, used when sensitive market information is shared
2. Data Protection: Detailed data handling requirements, necessary when personal data processing is involved
3. Marketing Budget: Defines budget allocation and management, used when the principal provides specific marketing funds
4. Sub-contractors: Rules for engaging third parties, needed when sub-contracting is permitted
5. Training and Support: Details principal's support obligations, relevant when specific training is required
6. Insurance: Specifies required insurance coverage, important for high-value campaigns
7. Export Controls: Required when marketing involves cross-border activities
8. Local Content Requirements: Necessary when Nigerian local content laws apply to the services
1. Schedule 1 - Territory Definition: Detailed description of the geographical area covered by the agreement
2. Schedule 2 - Marketing Services: Detailed scope of services and deliverables
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, commissions, and payment structures
4. Schedule 4 - Performance Metrics: Specific KPIs and measurement criteria
5. Schedule 5 - Brand Guidelines: Principal's branding requirements and usage guidelines
6. Schedule 6 - Approved Marketing Materials: List of pre-approved marketing materials and templates
7. Appendix A - Reporting Templates: Standard formats for performance and activity reporting
8. Appendix B - Compliance Checklist: APCON and other regulatory compliance requirements
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