Frame Contract for Nigeria

Frame Contract Template for Nigeria

A Frame Contract governed by Nigerian law establishes a long-term contractual framework between parties for recurring supply of goods or services. This document sets out the fundamental terms and conditions that will govern subsequent call-off orders or specific contracts, including pricing mechanisms, ordering procedures, and performance requirements. It incorporates relevant Nigerian legislative requirements, including those from the Nigerian Contract Law and Federal Competition and Consumer Protection Act, while providing flexibility for ongoing business relationships. The agreement includes provisions for compliance with local content laws where applicable and addresses specific Nigerian commercial practices and regulatory requirements.

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What is a Frame Contract?

Frame Contracts are essential documents in Nigerian commercial practice, particularly useful for businesses seeking to establish long-term supply relationships without committing to fixed quantities upfront. This type of agreement is commonly used when parties anticipate regular but variable requirements for goods or services over an extended period. The Frame Contract sets out the master terms governing all future transactions, including ordering mechanisms, pricing structures, and performance standards, while allowing flexibility in quantities and delivery schedules through individual call-off orders. Under Nigerian law, these agreements must comply with various regulations including the Contract Law, Competition Law, and sector-specific requirements. The document is particularly valuable in industries with fluctuating demand patterns or where maintaining consistent supply terms across multiple transactions is crucial.

What sections should be included in a Frame Contract?

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

2. Background: Context of the agreement and brief description of the parties' intention to enter into a frame contract

3. Definitions and Interpretation: Definition of key terms used in the agreement and rules of interpretation

4. Structure of the Frame Contract: Explanation of how the frame contract operates, including call-off procedures

5. Duration and Term: Initial term, renewal options, and termination provisions

6. Ordering Process: Procedures for placing and accepting orders under the frame contract

7. Prices and Payment Terms: Pricing mechanism, payment terms, invoicing requirements, and price adjustment provisions

8. Delivery and Performance: Terms relating to delivery of goods or performance of services

9. Quality Requirements: Quality standards, specifications, and compliance requirements

10. Warranties and Representations: Standard warranties regarding capacity, authority, and quality

11. Liability and Indemnification: Allocation of risks and responsibilities between parties

12. Confidentiality: Protection of confidential information and trade secrets

13. Force Majeure: Provisions for handling events beyond parties' reasonable control

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

What sections are optional to include in a Frame Contract?

1. Compliance with Anti-Corruption Laws: Required when dealing with government entities or high-risk sectors

2. Intellectual Property Rights: Needed when the contract involves creation or licensing of IP

3. Data Protection: Required when personal data processing is involved

4. Insurance Requirements: Important for high-value or high-risk transactions

5. Environmental Compliance: Relevant for contracts involving environmental impacts

6. Local Content Requirements: Required for contracts in sectors subject to Nigerian local content laws

7. Export Control: Necessary for international trade arrangements

8. Change Control Procedure: Useful for complex long-term arrangements requiring flexibility

9. Step-In Rights: Important for critical service contracts

10. Parent Company Guarantee: Required when seeking additional financial security

What schedules should be included in a Frame Contract?

1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and any volume-based discounts

2. Schedule 2 - Service Levels: Specific performance metrics and service level requirements

3. Schedule 3 - Specifications: Technical specifications of goods or detailed scope of services

4. Schedule 4 - Form of Call-off Order: Template for individual orders under the frame contract

5. Schedule 5 - Key Personnel: Details of key personnel responsible for contract management

6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors if applicable

7. Schedule 7 - Change Control Procedure: Detailed process for implementing changes to the agreement

8. Schedule 8 - Tender Documentation: Reference to relevant tender documents if contract resulted from tender

9. Appendix A - Contact Details: Contact information for key representatives and notices

10. Appendix B - Compliance Requirements: Detailed compliance obligations and certification requirements

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 | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Oil and Gas

Manufacturing

Telecommunications

Construction

Information Technology

Healthcare

Agriculture

Mining

Financial Services

Logistics and Transportation

Retail

Energy

Professional Services

Education

Infrastructure

Relevant Teams

Legal

Procurement

Commercial

Finance

Operations

Supply Chain

Compliance

Risk Management

Business Development

Contract Administration

Vendor Management

Relevant Roles

Procurement Manager

Commercial Director

Legal Counsel

Contract Manager

Supply Chain Manager

Chief Financial Officer

Operations Director

Business Development Manager

Compliance Officer

Project Manager

Vendor Manager

Category Manager

Risk Manager

Chief Executive Officer

Commercial Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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