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1. Parties: Identification of the service provider and service recipient companies, including registration details and addresses
2. Background: Context of the agreement, relationship between the parties, and purpose of the service arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided, including service levels and delivery standards
5. Service Provider Obligations: Key responsibilities and commitments of the service provider
6. Service Recipient Obligations: Key responsibilities and commitments of the service recipient
7. Fees and Payment Terms: Pricing structure, payment terms, invoicing procedures, and transfer pricing compliance
8. Term and Termination: Duration of the agreement and circumstances for termination
9. Intellectual Property Rights: Ownership and usage rights of IP created or used in service delivery
10. Confidentiality: Protection of confidential information exchanged during service provision
11. Liability and Indemnification: Allocation of risks and responsibilities between parties
12. Force Majeure: Provisions for handling events beyond parties' reasonable control
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Personnel and Secondment: Include when services involve staff transfers or secondments between companies
2. Data Protection: Include when services involve processing of personal data
3. Foreign Exchange Compliance: Include for cross-border service arrangements requiring foreign currency payments
4. Tax Compliance: Include detailed tax provisions when complex tax implications exist
5. Regulatory Compliance: Include when services are in regulated sectors requiring specific compliance measures
6. Service Level Agreement (SLA): Include when specific performance metrics and standards need to be maintained
7. Business Continuity: Include when service disruption could significantly impact business operations
8. Anti-Corruption Compliance: Include when services involve government interfaces or high-risk activities
1. Schedule 1 - Service Description: Detailed breakdown of services, deliverables, and performance standards
2. Schedule 2 - Fee Schedule: Detailed pricing structure, calculation methodology, and transfer pricing documentation
3. Schedule 3 - Service Levels: Specific service level requirements, KPIs, and measurement criteria
4. Schedule 4 - Authorized Representatives: List of key contacts and authorized representatives from both parties
5. Schedule 5 - Related Agreements: List of other relevant intercompany agreements affecting service provision
6. Appendix A - Transfer Pricing Methodology: Documentation supporting the arm's length nature of service fees
7. Appendix B - Compliance Requirements: Specific regulatory and compliance requirements applicable to the services
8. Appendix C - Service Delivery Locations: List of locations where services will be provided and received
Agreement
Applicable Laws
Business Day
Charges
Commencement Date
Confidential Information
Control
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Group
Initial Term
Intellectual Property Rights
Key Performance Indicators
Material Breach
Parent Company
Performance Standards
Quarter
Related Party
Renewal Term
Service Level Agreement
Service Provider
Service Recipient
Services
Subsidiary
Term
Territory
Transfer Pricing Requirements
VAT
Working Hours
Change Control
Dispute
Emergency
Foreign Exchange Requirements
Governing Law
Implementation Plan
Local Regulations
Notice
Personnel
Quality Standards
Records
Regulatory Authority
Service Credits
Service Levels
Termination Date
Third Party
Group Company
Review Period
Service Specifications
Compliance Requirements
Definitions
Services
Service Standards
Service Provider Obligations
Service Recipient Obligations
Fees and Payments
Transfer Pricing Compliance
Foreign Exchange Compliance
Tax Compliance
Invoicing
Performance Monitoring
Key Performance Indicators
Service Levels
Change Control
Personnel
Confidentiality
Data Protection
Intellectual Property
Warranties
Representation
Indemnification
Limitation of Liability
Force Majeure
Term
Termination
Consequences of Termination
Assignment
Subcontracting
Record Keeping
Audit Rights
Regulatory Compliance
Anti-Corruption
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Counterparts
Business Continuity
Insurance
Competition Law Compliance
Manufacturing
Financial Services
Technology
Oil and Gas
Telecommunications
Professional Services
Healthcare
Retail and Consumer Goods
Energy
Agriculture
Construction
Mining
Logistics and Transportation
Education
Legal
Finance
Tax
Compliance
Treasury
Corporate Secretariat
Risk Management
Operations
Commercial
Internal Audit
Shared Services
Corporate Development
Accounting
Regulatory Affairs
Chief Financial Officer
Head of Legal
Tax Director
Compliance Officer
Transfer Pricing Manager
Corporate Secretary
Finance Manager
Commercial Director
Operations Director
Risk Manager
Group Financial Controller
Head of Shared Services
General Counsel
Managing Director
Chief Operating Officer
Treasury Manager
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