The Outsourcing Contract Agreement is a vital legal instrument used in Nigerian business operations when a company (the client) wishes to delegate certain business functions or operations to an external service provider. This document is essential in today's business environment where companies increasingly focus on core competencies while outsourcing non-core functions. The agreement must comply with Nigerian legislation, including the Labour Act, Companies and Allied Matters Act (CAMA) 2020, and the Nigeria Data Protection Regulation (NDPR). It typically covers comprehensive service specifications, performance metrics, pricing structures, compliance requirements, and risk allocation between parties. The document is particularly important in protecting both parties' interests while ensuring regulatory compliance in the Nigerian business context.

1. Parties: Identification of the contracting parties including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Scope of Services: Detailed description of services to be provided, including service levels and deliverables

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Payment Terms: Pricing, payment schedule, invoicing procedures, and payment methods

7. Service Provider's Obligations: Key responsibilities and commitments of the service provider

8. Client's Obligations: Key responsibilities and commitments of the client

9. Personnel and Supervision: Requirements for personnel qualifications, training, and supervision

10. Confidentiality: Protection and handling of confidential information

11. Data Protection and Security: Compliance with NDPR and data security measures

12. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision

13. Performance Monitoring: KPIs, reporting requirements, and performance review procedures

14. Liability and Indemnification: Limitation of liability and indemnification obligations

15. Termination: Grounds for termination and termination procedures

16. Post-Termination Obligations: Obligations of parties after contract termination including transition assistance

17. Dispute Resolution: Procedures for resolving disputes including jurisdiction and applicable law

18. Force Majeure: Provisions for handling events beyond parties' reasonable control

19. General Provisions: Standard contractual clauses including notices, amendments, and assignment