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Dealer Agreement for Nigeria

Dealer Agreement Template for Nigeria

A comprehensive commercial agreement governed by Nigerian law that establishes and regulates the relationship between a principal/supplier and a dealer for the distribution of products within a specified territory. The agreement covers essential aspects such as appointment terms, territorial rights, performance obligations, pricing structures, and operational requirements while ensuring compliance with Nigerian commercial laws, including the Federal Competition and Consumer Protection Act 2018 and the Sales of Goods Act. It provides a legal framework for product distribution while protecting both parties' interests in the Nigerian market.

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What is a Dealer Agreement?

A Dealer Agreement is a crucial commercial contract used when a company (principal/supplier) wishes to appoint another entity (dealer) to distribute its products within Nigeria. This document is essential for businesses expanding their distribution network in the Nigerian market, whether they are local or international companies. The agreement comprehensively addresses all aspects of the dealer-principal relationship, including territory rights, performance expectations, financial terms, and compliance requirements under Nigerian law. It is particularly important given Nigeria's complex commercial landscape and the need to ensure compliance with local regulations such as the Federal Competition and Consumer Protection Act 2018. The Dealer Agreement serves as both a commercial and legal framework, protecting the interests of all parties while facilitating business growth and market expansion.

What sections should be included in a Dealer Agreement?

1. Parties: Identification of the principal/supplier and the dealer, including full legal names and registered addresses

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Terms of dealer appointment, territory definition, and exclusivity/non-exclusivity provisions

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

6. Dealer Obligations: Core responsibilities of the dealer including sales targets, marketing, customer service, and reporting requirements

7. Principal Obligations: Core responsibilities of the principal including product supply, support, and training

8. Product Orders and Delivery: Procedures for ordering products, delivery terms, and lead times

9. Prices and Payment Terms: Pricing structure, payment conditions, and credit terms

10. Intellectual Property Rights: Usage rights and restrictions regarding trademarks, logos, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Termination: Grounds for termination, notice periods, and consequences of termination

13. Post-Termination Obligations: Obligations of both parties after agreement termination

14. Governing Law and Dispute Resolution: Choice of Nigerian law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses including force majeure, notices, and entire agreement

What sections are optional to include in a Dealer Agreement?

1. Performance Guarantees: Required when specific performance metrics need to be guaranteed, including bank guarantees or performance bonds

2. Product Training: Detailed training requirements when products are technical or require specific expertise

3. Marketing and Promotion: Specific marketing obligations and cost-sharing arrangements when joint marketing is contemplated

4. After-Sales Service: Detailed service obligations when products require significant after-sales support

5. Insurance Requirements: Specific insurance obligations when dealing with high-value products or significant liability risks

6. Import/Export Provisions: Required for international dealership arrangements

7. Anti-Corruption Compliance: Detailed compliance requirements when dealing with government contracts or regulated industries

8. Data Protection: Required when personal data processing is involved in the dealership operations

What schedules should be included in a Dealer Agreement?

1. Schedule 1 - Products: Detailed list of products covered by the agreement

2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas

3. Schedule 3 - Pricing and Commission Structure: Detailed pricing lists, discount structures, and commission calculations

4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics

5. Schedule 5 - Technical Requirements: Technical specifications and standards for product handling and storage

6. Schedule 6 - Trademark Usage Guidelines: Specific guidelines for use of principal's trademarks and branding

7. Schedule 7 - Reporting Templates: Standard forms for regular reporting requirements

8. Appendix A - Service Level Agreement: Detailed service standards and response times

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions








































Clauses









































Relevant Industries

Automotive

Consumer Goods

Electronics

Industrial Equipment

Pharmaceuticals

Telecommunications

Construction Equipment

Agricultural Equipment

Technology

Manufacturing

Retail

Fast-Moving Consumer Goods (FMCG)

Heavy Machinery

Medical Equipment

Building Materials

Relevant Teams

Legal

Commercial

Sales

Business Development

Operations

Compliance

Supply Chain

Distribution

Contract Management

International Trade

Relevant Roles

Commercial Director

Sales Manager

Business Development Manager

Legal Counsel

Contract Manager

Distribution Manager

Operations Director

Chief Commercial Officer

Regional Sales Director

Compliance Officer

Supply Chain Manager

Channel Manager

Territory Manager

Managing Director

Chief Executive Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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