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Master Fee Agreement
"I need a Master Fee Agreement governed by Nigerian law for a technology consulting firm providing IT services to a banking group, with quarterly fee reviews and provisions for both onsite and remote services starting March 2025."
1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the fee arrangement
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Scope of Services: Detailed description of services covered by the fee arrangement
5. Fee Structure: Comprehensive breakdown of fees, calculation methods, and payment terms
6. Payment Terms: Details of payment timing, methods, currency, and late payment consequences
7. Term and Termination: Duration of agreement and circumstances for termination
8. Obligations of the Parties: Key responsibilities and commitments of each party
9. Representations and Warranties: Standard representations and warranties from both parties
10. Confidentiality: Protection of confidential information and trade secrets
11. Intellectual Property: Ownership and usage rights of intellectual property
12. Limitation of Liability: Caps on liability and exclusions
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction details
15. Dispute Resolution: Process for resolving disputes, including arbitration provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Regulatory Compliance: Include when services are in regulated industries or involve specific regulatory requirements
2. Foreign Exchange Provisions: Include when fees are paid in foreign currency or involve international transfers
3. Tax Provisions: Detailed section when complex tax arrangements or withholding requirements apply
4. Service Levels: Include when specific performance metrics need to be maintained
5. Anti-Corruption and FCPA: Include when dealing with international parties or government entities
6. Data Protection: Include when personal data processing is involved
7. Insurance Requirements: Include when specific insurance coverage is required
8. Change Control: Include when services or fees may need regular adjustment
1. Schedule 1 - Fee Schedule: Detailed breakdown of all fees, rates, and charges
2. Schedule 2 - Service Description: Detailed specification of services covered by the agreement
3. Schedule 3 - Service Levels: Performance metrics and service level requirements if applicable
4. Schedule 4 - Key Personnel: List of key personnel responsible for service delivery
5. Schedule 5 - Payment Details: Bank account and payment processing details
6. Appendix A - Rate Card: Standard rates for additional services or personnel
7. Appendix B - Change Request Form: Template for requesting changes to services or fees
8. Appendix C - Report Templates: Standard formats for required reporting
Authors
Applicable Law
Business Day
Commencement Date
Confidential Information
Contract Year
Deliverables
Effective Date
Fees
Force Majeure Event
Good Industry Practice
Group
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Notice
Payment Due Date
Personnel
Rate Card
Renewal Term
Representatives
Services
Service Levels
Service Credits
Schedule
Scope of Work
Term
Territory
Third Party
Working Hours
Change Request
Dispute
Nigerian Business Day
Regulatory Authority
VAT
WHT
Affiliate
Base Fee
Additional Services
Emergency Services
Service Location
Quality Standards
Performance Metrics
Response Time
Service Provider Systems
Client Materials
Acceptance Criteria
Special Terms
Standard Rates
Appointment
Term
Services
Fees
Payment Terms
Invoicing
Currency
Tax
Service Levels
Performance Standards
Obligations
Representations and Warranties
Confidentiality
Data Protection
Intellectual Property
Personnel
Compliance
Anti-Corruption
Records and Audit
Insurance
Liability
Indemnification
Force Majeure
Termination
Exit Management
Assignment and Subcontracting
Change Control
Dispute Resolution
Notices
Governing Law
Jurisdiction
Entire Agreement
Severability
Waiver
Amendments
Third Party Rights
Counterparts
Relationship of Parties
Foreign Exchange
Financial Services
Professional Services
Technology and Software
Consulting
Legal Services
Healthcare
Manufacturing
Oil and Gas
Telecommunications
Real Estate
Construction
Education and Training
Business Process Outsourcing
Banking
Legal
Finance
Procurement
Commercial
Operations
Compliance
Risk Management
Business Development
Account Management
Contract Administration
Chief Financial Officer
Legal Counsel
Commercial Director
Procurement Manager
Contract Manager
Finance Director
Operations Director
Chief Executive Officer
Business Development Manager
Compliance Officer
Risk Manager
Financial Controller
Account Manager
Service Delivery Manager
Project Manager
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