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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
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
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
Agreement
Applicable Law
Business Day
Call-off Order
Commencement Date
Confidential Information
Contract Price
Delivery Location
Effective Date
Force Majeure Event
Frame Contract
Good Industry Practice
Goods
Initial Term
Intellectual Property Rights
Key Personnel
Local Content Requirements
Maximum Order Value
Minimum Order Value
Order
Parent Company
Parties
Price List
Purchase Order
Quality Standards
Renewal Period
Representatives
Services
Service Levels
Specifications
Supplier
Term
Territory
Third Party
Working Hours
Working Day
Nigerian Business Day
Acceptance Criteria
Delivery Schedule
Payment Terms
Performance Standards
Response Time
Schedule of Rates
Statement of Work
Price and Payment
Ordering Process
Call-off Procedure
Delivery Terms
Quality Requirements
Performance Standards
Service Levels
Warranties
Representations
Force Majeure
Confidentiality
Data Protection
Intellectual Property
Liability and Indemnification
Insurance
Compliance
Anti-Corruption
Local Content
Change Control
Assignment and Subcontracting
Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendment
Force Majeure
Audit Rights
Records and Documentation
Health and Safety
Environmental Compliance
Personnel and Key Personnel
Competition Law Compliance
Export Control
Currency and Exchange Rate
Tax
Boilerplate Clauses
Oil and Gas
Manufacturing
Telecommunications
Construction
Information Technology
Healthcare
Agriculture
Mining
Financial Services
Logistics and Transportation
Retail
Energy
Professional Services
Education
Infrastructure
Legal
Procurement
Commercial
Finance
Operations
Supply Chain
Compliance
Risk Management
Business Development
Contract Administration
Vendor Management
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
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