Manufacturing Service Agreement Template for Nigeria

The Manufacturing Service Agreement is a critical contract used when a company (the client) wishes to engage a manufacturer to produce goods according to specific requirements and specifications under Nigerian law. This agreement is particularly important in the Nigerian business context, where local content laws, industrial regulations, and specific manufacturing standards must be considered. The document typically includes detailed provisions for quality control, intellectual property protection, regulatory compliance, and risk allocation, while ensuring alignment with Nigerian manufacturing and labor regulations. It's commonly used in scenarios ranging from local manufacturing arrangements to international companies establishing manufacturing operations in Nigeria, and must comply with various Nigerian legislations including the Companies and Allied Matters Act, Factory Act, and relevant industrial standards.

1. Parties: Identifies and provides full details of the contracting parties - the manufacturer and the client

2. Background: Sets out the context of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Services: Details the manufacturing services to be provided, including production specifications and requirements

5. Quality Standards and Control: Specifies quality requirements, testing procedures, and acceptance criteria

6. Production Schedule and Delivery: Outlines production timelines, delivery terms, and logistics arrangements

7. Pricing and Payment Terms: Details the pricing structure, payment schedule, and invoicing procedures

8. Materials and Equipment: Specifies responsibilities for raw materials, equipment, and inventory management

9. Intellectual Property Rights: Addresses ownership and usage rights of IP related to the manufacturing process and products

10. Confidentiality: Protects proprietary information and trade secrets

11. Warranties and Representations: States warranties regarding manufacturing capabilities and product quality

12. Liability and Indemnification: Allocates risks and responsibilities between parties

13. Term and Termination: Specifies contract duration and termination conditions

14. Force Majeure: Addresses unforeseen circumstances affecting performance

15. Governing Law and Dispute Resolution: Specifies Nigerian law as governing law and outlines dispute resolution procedures

16. General Provisions: Includes standard boilerplate clauses like notices, amendments, and assignment