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Professional Services Contract
"I need a Professional Services Contract for an IT consulting firm providing cybersecurity services to a Nigerian bank, with specific focus on data protection compliance and service level agreements, to commence from March 2025."
1. Parties: Identification and details of the service provider and client, including registered addresses and company registration numbers
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Scope of Services: Detailed description of the professional services to be provided
5. Term and Commencement: Duration of the agreement and conditions for commencement
6. Fees and Payment Terms: Pricing structure, payment schedule, invoicing requirements, and VAT considerations
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. Representations and Warranties: Statements of fact and promises made by both parties
10. Intellectual Property Rights: Ownership and usage rights of any IP created or used during service provision
11. Confidentiality: Protection and handling of confidential information
12. Data Protection: Handling of personal and business data in accordance with Nigerian law
13. Liability and Indemnification: Limitations of liability and indemnification obligations
14. Force Majeure: Provisions for handling events beyond parties' reasonable control
15. Termination: Conditions and procedures for ending the agreement
16. Anti-Corruption Compliance: Compliance with Nigerian anti-corruption laws and related obligations
17. Dispute Resolution: Procedures for handling disputes, including arbitration provisions
18. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction
19. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Service Levels: Specific performance metrics and standards, used when quantifiable service levels are required
2. Change Control: Procedures for managing changes to services or terms, useful for long-term or complex service arrangements
3. Insurance: Specific insurance requirements, important for high-risk services
4. Staff and Subcontracting: Rules regarding personnel and subcontractors, relevant when service delivery involves multiple parties
5. Non-Competition: Restrictions on competitive activities, important for sensitive or specialized services
6. Local Content Requirements: Compliance with Nigerian local content laws, relevant for certain regulated industries
7. Exit Management: Detailed procedures for contract conclusion, important for complex service arrangements
8. Business Continuity: Disaster recovery and business continuity requirements, crucial for essential services
9. Environmental Compliance: Environmental protection obligations, relevant for services with environmental impact
1. Schedule 1 - Service Description: Detailed specification of services to be provided
2. Schedule 2 - Fees and Payment Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics and measurement criteria
4. Schedule 4 - Key Personnel: Details of key staff members assigned to the services
5. Schedule 5 - Client Dependencies: List of items, information, or access to be provided by the client
6. Schedule 6 - Required Insurance Coverage: Specific insurance types and coverage levels required
7. Appendix A - Form of Change Order: Template for documenting agreed changes to services
8. Appendix B - Compliance Requirements: Detailed regulatory and compliance obligations
9. Appendix C - Reports and Documentation: Templates and requirements for service reporting
Authors
Information Technology
Management Consulting
Financial Services
Legal Services
Engineering
Healthcare
Education
Oil and Gas
Construction
Telecommunications
Environmental Services
Human Resources
Marketing and Advertising
Research and Development
Architecture
Accounting and Audit
Project Management
Legal
Procurement
Finance
Operations
Human Resources
Compliance
Risk Management
Commercial
Business Development
Project Management
Contract Administration
Corporate Governance
Strategic Planning
Administrative
Chief Executive Officer
Managing Director
Legal Counsel
Procurement Manager
Contract Manager
Project Manager
Operations Director
Finance Director
Human Resources Director
Compliance Officer
Risk Manager
Business Development Manager
Department Head
Commercial Director
Chief Financial Officer
Chief Operating Officer
Consultant
Professional Service Provider
General Counsel
Company Secretary
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