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Enterprise Framework Agreement

Enterprise Framework Agreement Template for Nigeria

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Key Requirements PROMPT example:

Enterprise Framework Agreement

"I need an Enterprise Framework Agreement under Nigerian law for providing IT managed services to multiple banking clients, with specific provisions for data protection, cybersecurity, and service level agreements, planned to commence in March 2025."

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Document background
The Enterprise Framework Agreement serves as a master agreement under Nigerian law, designed to govern long-term commercial relationships where parties anticipate multiple transactions over time. It is particularly useful for businesses engaging in regular, repeated transactions who wish to avoid negotiating terms for each individual order. The agreement establishes standard terms, pricing mechanisms, and operational procedures while ensuring compliance with Nigerian regulatory requirements, including corporate law, competition law, and sector-specific regulations. It typically includes detailed schedules for specific aspects like services, pricing, and performance metrics, with provisions for call-off contracts that can be executed more efficiently under the pre-agreed framework terms. This type of agreement is especially valuable for complex supply chains, ongoing service arrangements, and situations requiring consistent terms across multiple transactions.
Suggested Sections

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

2. Background: Context of the agreement, relationship between parties, and general purpose of the framework

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

4. Framework Structure: Explanation of how the framework operates, including procedure for call-off contracts

5. Duration and Term: Initial term, extension options, and termination dates of the framework

6. Ordering Process: Procedures for placing orders under the framework, including quotation and acceptance processes

7. Prices and Payment: Pricing mechanisms, payment terms, invoicing requirements, and price adjustment provisions

8. Performance Standards: Quality standards, service levels, and performance metrics applicable to all call-offs

9. Obligations of the Supplier: Core obligations, delivery requirements, and compliance commitments

10. Obligations of the Customer: Customer responsibilities, cooperation requirements, and access provisions

11. Compliance and Regulations: Regulatory compliance requirements, including Nigerian law specific provisions

12. Intellectual Property Rights: Ownership and usage rights of IP, including pre-existing and created IP

13. Confidentiality: Protection of confidential information and trade secrets

14. Data Protection: Compliance with Nigerian Data Protection Regulation and data handling requirements

15. Liability and Indemnities: Limitation of liability, indemnification provisions, and insurance requirements

16. Force Majeure: Events constituting force majeure and consequences

17. Termination: Termination rights, grounds for termination, and consequences of termination

18. Dispute Resolution: Dispute resolution procedures, including Nigerian law requirements

19. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Change Control: Procedures for changing framework terms - include if framework likely to need adaptation over time

2. Environmental Compliance: Environmental standards and commitments - include if environmentally sensitive goods/services

3. Anti-Corruption Compliance: Detailed anti-corruption provisions - include for high-value frameworks or government contracts

4. Local Content Requirements: Nigerian local content requirements - include if in regulated sectors like oil & gas

5. Export Control: Export control provisions - include if international trade involved

6. Security Requirements: Security protocols and requirements - include if handling sensitive information/facilities

7. Business Continuity: Business continuity and disaster recovery - include for critical services/supplies

8. Parent Company Guarantee: Parent company guarantee provisions - include if supplier subsidiary requires backing

9. Currency and Exchange Rate: Currency conversion and exchange rate provisions - include for international transactions

10. Training and Support: Training and support obligations - include for technical products/services

Suggested Schedules

1. Schedule 1 - Goods and/or Services: Detailed specification of goods/services covered by the framework

2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and calculation methodologies

3. Schedule 3 - Service Levels: Detailed service level agreements and performance metrics

4. Schedule 4 - Order Form Template: Template for placing orders under the framework

5. Schedule 5 - Contract Management: Contract management procedures and governance structure

6. Schedule 6 - Key Personnel: Details of key personnel from both parties

7. Schedule 7 - Implementation Plan: Timeline and milestones for framework implementation

8. Schedule 8 - Security Requirements: Detailed security protocols and compliance requirements

9. Schedule 9 - Exit Management: Procedures for framework termination and transition

10. Appendix A - Form of Call-off Contract: Template agreement for individual orders under the framework

11. Appendix B - Change Request Form: Template for requesting changes to the framework

12. Appendix C - Reports and Documentation: Templates and requirements for regular reporting

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions




















































Clauses















































Relevant Industries

Oil and Gas

Information Technology

Telecommunications

Manufacturing

Financial Services

Healthcare

Construction

Power and Utilities

Logistics and Supply Chain

Professional Services

Retail and Distribution

Agriculture and Food Processing

Relevant Teams

Legal

Procurement

Commercial

Finance

Operations

Compliance

Supply Chain

Risk Management

Business Development

Contract Management

Vendor Management

Relevant Roles

Chief Executive Officer

Commercial Director

Procurement Manager

Legal Counsel

Contract Manager

Supply Chain Director

Chief Financial Officer

Operations Director

Compliance Officer

Business Development Manager

Project Manager

Risk Manager

Category Manager

Vendor Manager

Strategic Sourcing Manager

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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