Framework Contract for Nigeria

Framework Contract Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes a long-term contractual framework between parties for recurring transactions or services. This document sets out the general terms and conditions that will govern future specific contracts or purchase orders, including pricing mechanisms, service levels, ordering procedures, and performance standards. The agreement incorporates relevant Nigerian commercial law requirements, including those under the Companies and Allied Matters Act (CAMA) 2020 and other applicable regulations, while providing flexibility for parties to execute individual transactions through simplified call-off procedures.

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What is a Framework Contract?

The Framework Contract serves as a master agreement designed to streamline recurring commercial relationships under Nigerian law. It is particularly useful when parties anticipate multiple transactions over time but want to avoid negotiating complete contracts for each instance. The document establishes standard terms, pricing structures, and operational procedures while allowing flexibility through call-off mechanisms. This type of agreement is commonly used in both public and private sectors in Nigeria, especially in procurement, service delivery, and supply chain relationships. The Framework Contract helps reduce transaction costs, ensure consistency, and maintain compliance with Nigerian regulatory requirements, including those under CAMA 2020, labor laws, and sector-specific regulations. It typically includes provisions for dispute resolution, often incorporating local arbitration options, and addresses specific Nigerian business practices and legal requirements.

What sections should be included in a Framework Contract?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and relationship between the parties

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Scope of Framework: Overview of goods/services covered and relationship structure

5. Duration and Term: Initial term and renewal provisions

6. Call-off Procedures: Process for placing and accepting individual orders

7. Pricing and Payment Terms: Pricing structure, payment terms, and invoicing procedures

8. Performance Standards: Quality standards and service levels required

9. Obligations of the Parties: Key responsibilities and commitments of each party

10. Ordering Process: Procedures for placing and fulfilling orders

11. Warranties and Representations: Standard warranties and representations by both parties

12. Liability and Indemnification: Limitation of liability and indemnification provisions

13. Confidentiality: Protection of confidential information

14. Termination: Grounds and procedures for termination

15. Dispute Resolution: Process for resolving disputes

16. Governing Law and Jurisdiction: Applicable law and jurisdiction for disputes

17. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

What sections are optional to include in a Framework Contract?

1. Exclusivity: Used when parties agree to exclusive arrangements

2. Minimum Purchase Commitments: Include when there are guaranteed minimum order volumes

3. Performance Bonds: When security for performance is required

4. Insurance Requirements: Detailed insurance obligations if specific coverage is needed

5. Intellectual Property Rights: When IP creation or licensing is involved

6. Data Protection: When personal data processing is involved

7. Export Control: For international trade arrangements

8. Anti-Corruption Provisions: Enhanced compliance requirements for high-risk sectors

9. Force Majeure: Detailed provisions for unforeseen circumstances

10. Change Control: When formal change management procedures are needed

What schedules should be included in a Framework Contract?

1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and adjustment mechanisms

2. Schedule 2 - Service Specifications: Detailed description of goods/services covered

3. Schedule 3 - Service Levels: Specific performance metrics and measurement criteria

4. Schedule 4 - Call-off Terms: Standard terms applying to individual orders

5. Schedule 5 - Form of Order: Template for individual orders under the framework

6. Schedule 6 - Key Personnel: Details of key staff and roles if applicable

7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable

8. Appendix A - Technical Requirements: Detailed technical specifications and requirements

9. Appendix B - Compliance Requirements: Specific regulatory or compliance 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

Manufacturing

Oil and Gas

Telecommunications

Information Technology

Construction

Healthcare

Financial Services

Retail

Logistics and Transportation

Energy

Agriculture

Professional Services

Education

Government Services

Relevant Teams

Legal

Procurement

Commercial

Operations

Finance

Compliance

Risk Management

Supply Chain

Business Development

Sales

Contract Administration

Project Management

Relevant Roles

Chief Executive Officer

Commercial Director

Procurement Manager

Legal Counsel

Contract Manager

Supply Chain Director

Operations Manager

Chief Financial Officer

Business Development Manager

Compliance Officer

Project Manager

Account Manager

Sales Director

Risk Manager

General Counsel

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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