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1. Parties: Identification and details of the service provider and client
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Detailed description of professional services to be provided under the retainer
5. Term and Renewal: Duration of the retainer agreement and renewal provisions
6. Fees and Payment Terms: Retainer fee structure, payment schedule, and billing procedures
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. Confidentiality: Protection and handling of confidential information
10. Intellectual Property: Ownership and rights to work products and pre-existing IP
11. Limitation of Liability: Extent and limitations of service provider's liability
12. Termination: Grounds and procedures for ending the agreement
13. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
14. Execution: Signature blocks and execution formalities
1. Non-Compete: Restrictions on service provider's ability to work with competitors - use when dealing with sensitive industry sectors
2. Data Protection: Specific provisions for handling personal data - include when services involve data processing
3. Force Majeure: Provisions for unforeseeable circumstances - important in long-term or high-value retainers
4. Insurance: Professional indemnity and other insurance requirements - include for high-risk services
5. Anti-Corruption: Compliance with anti-corruption laws - essential for government-related work or high-value contracts
6. Assignment: Rights to transfer the agreement - include when dealing with corporate clients
7. Dispute Resolution: Alternative dispute resolution procedures - useful for high-value or complex services
1. Schedule 1 - Scope of Services: Detailed breakdown of services covered under the retainer
2. Schedule 2 - Fee Schedule: Detailed fee structure, rates, and payment terms
3. Schedule 3 - Service Levels: Performance metrics and service standards
4. Schedule 4 - Key Personnel: List of key team members and their roles
5. Schedule 5 - Reports and Deliverables: Format and frequency of required reports and deliverables
6. Appendix A - Communication Protocol: Procedures for routine communications and escalations
7. Appendix B - Compliance Requirements: Specific regulatory or professional standards to be met
Services
Retainer Fee
Service Provider
Client
Commencement Date
Confidential Information
Deliverables
Force Majeure Event
Intellectual Property Rights
Key Personnel
Professional Standards
Service Levels
Term
Working Day
Applicable Laws
Associates
Business Hours
Change Request
Client Materials
Fees
Good Industry Practice
Personnel
Pre-existing Materials
Representatives
Schedule
Service Location
Scope of Work
Specifications
Third Party
Work Product
Nigerian Business Day
Affiliate
Authorised Representative
Dispute
Material Breach
Professional Indemnity Insurance
Quality Standards
Related Entity
Service Credits
Termination Date
Appointment
Term and Renewal
Services
Service Levels
Fees and Payment
Invoicing
Service Provider Obligations
Client Obligations
Key Personnel
Confidentiality
Data Protection
Intellectual Property
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Exit Management
Non-Solicitation
Non-Competition
Assignment
Subcontracting
Notices
Dispute Resolution
Governing Law
Entire Agreement
Variation
Severability
Waiver
Compliance with Laws
Anti-Corruption
Record Keeping
Audit Rights
Relationship of Parties
Third Party Rights
Counterparts
Legal Services
Consulting
Information Technology
Financial Services
Engineering
Architecture
Healthcare
Education
Marketing and Advertising
Human Resources
Accounting and Audit
Management Consulting
Environmental Services
Research and Development
Legal
Procurement
Finance
Operations
Business Development
Risk and Compliance
Human Resources
Project Management
Account Management
Executive Leadership
Legal Counsel
Contract Manager
Professional Service Provider
Consultant
Business Development Manager
Chief Financial Officer
Operations Director
Procurement Manager
Project Manager
Account Manager
Chief Executive Officer
Risk Manager
Compliance Officer
Human Resources Director
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