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Non Exclusive Agreement
"I need a Non-Exclusive Agreement under Nigerian law for a software distribution arrangement between my Lagos-based tech company and multiple local resellers, with the agreement to commence from January 2025 and include provisions for quarterly performance reviews and commission structures."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Key terms used throughout the agreement
4. Grant of Rights: Specific details of the non-exclusive rights being granted
5. Non-Exclusivity Provisions: Clear statement of non-exclusive nature and any related conditions
6. Territory and Scope: Geographic and operational scope of the agreement
7. Term and Termination: Duration of agreement and circumstances for termination
8. Payments and Financial Terms: Financial obligations, payment terms, and conditions
9. Obligations of the Parties: Specific duties and responsibilities of each party
10. Representations and Warranties: Standard commercial warranties and representations
11. Limitation of Liability: Limits on parties' liability and exclusions
12. Confidentiality: Protection of confidential information
13. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, entire agreement, etc.
1. Competition Restrictions: Used when specific competitive restrictions need to be outlined, such as territorial limitations or customer segments
2. Quality Control: Include when the agreement involves products or services that need to meet specific quality standards
3. Intellectual Property Rights: Required when IP rights are being licensed or need protection
4. Training and Support: Include when one party needs to provide training or ongoing support to the other
5. Marketing and Promotion: Used when the agreement involves promotional activities or brand usage
6. Audit Rights: Include when one party needs the right to audit the other's compliance or financial records
7. Force Majeure: Optional but recommended given Nigerian business environment and potential disruptions
8. Insurance: Include when specific insurance requirements need to be maintained
9. Data Protection: Required when personal data processing is involved
10. Assignment and Subcontracting: Include when transfer rights need to be specifically addressed
1. Schedule 1 - Products/Services: Detailed description of products or services covered by the agreement
2. Schedule 2 - Territory Definition: Detailed description of geographic territories and any exclusions
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, commissions, or payments
4. Schedule 4 - Service Levels: Performance metrics and service level requirements if applicable
5. Schedule 5 - Technical Requirements: Any technical specifications or requirements
6. Appendix A - Contact Details: Key contact information for both parties
7. Appendix B - Reporting Templates: Standard forms for required reporting
8. Appendix C - Compliance Requirements: Specific compliance requirements under Nigerian law
Authors
Technology
Manufacturing
Retail
Distribution
Financial Services
Healthcare
Telecommunications
Energy
Agriculture
Consumer Goods
Professional Services
Entertainment
Education
Transportation
Real Estate
Legal
Commercial
Business Development
Sales
Operations
Procurement
Compliance
Executive Leadership
Finance
Risk Management
International Business
Partner Relations
Distribution
Legal Counsel
Commercial Director
Business Development Manager
Sales Director
Operations Manager
Procurement Manager
Contract Manager
Compliance Officer
Chief Executive Officer
Managing Director
Country Manager
Regional Director
Partnership Manager
Licensing Manager
Distribution Manager
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