Independent Contractor Agreement (CrossBorder - Nigeria and UK, EU or US) by OCS
INDEPENDENT CONTRACTOR AGREEMENT
Client outside Nigeria engaging a contractor based in Nigeria
Note: Use this Agreement where a company established outside Nigeria, usually in the United Kingdom, an EU member state or the United States, engages an individual who lives in Nigeria and works remotely from Nigeria as an independent contractor rather than as an employee. If the contractor works through their own company or supplies a team, use the Master Services Agreement for Nigeria cross-border services instead.
Note: Four points drive most of the risk. Whether the Contractor is genuinely independent depends on how the relationship works in practice, not on the label, and Nigerian employment protections can apply whatever law the Parties choose (Clause 3). Copyright in the Contractor's work stays with the Contractor unless it is assigned in writing (Clause 6). The Contractor's work must not give the Client a taxable presence in Nigeria (Clauses 3.2 and 5.5). And personal data sent to Nigeria from the United Kingdom or the EU needs a transfer mechanism in place before it is sent (Clause 8).
This Independent Contractor Agreement (this "Agreement") is made on [effective date e.g. 1 october 2026] between:
(1) [full legal name of the client], a company incorporated in [country of incorporation of the client e.g. england and wales] with registration number [registration number of the client e.g. 09876543], whose registered office is at [registered office address of the client] (the "Client"); and
(2) [full name of the contractor], an individual resident in Nigeria whose address is [residential address of the contractor in nigeria], trading as [trading name of the contractor e.g. own name, or registered business name and bn number] (the "Contractor"),
each a "Party" and together the "Parties".
Note: If the Contractor trades under a name other than their own full name, give the registered business name and its registration number; otherwise write the Contractor's own name. The individual is the Party either way and is personally responsible under this Agreement. Registration matters to the Contractor: under section 814(1)(b) of the Companies and Allied Matters Act 2020 an individual carrying on business in Nigeria under a name other than their true surname and forenames must register it, and under section 821 a person in default cannot enforce their contract rights by legal proceedings without first obtaining relief from the High Court.
WHEREAS:
(A) The Client carries on business as [description of the client's business e.g. a software company].
(B) The Contractor carries on an independent business providing [contractor's line of business e.g. software development and product design] services to clients, and is resident in Nigeria.
(C) The Client wishes to engage the Contractor, and the Contractor wishes to provide the Services, as an independent contractor on the terms of this Agreement.
NOW, THEREFORE, the Parties agree as follows.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement the following terms have the following meanings:
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About this template
What is this template?
This document is a service contract between a foreign entity and a Nigerian individual. It is not a Master Services Agreement for hiring Nigerian companies or teams. It contains specific Nigerian tax clauses and mandatory data transfer mechanisms for UK/EU compliance.
When should you use it?
Use this when hiring a person in Nigeria to work remotely on a project or milestone basis. Use the Master Services Agreement for Nigeria cross-border services if the contractor is a registered company or provides a team.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.3 | Method, time and place | The Contractor determines performance methods and location, but must attend project meetings requested by the Client on reasonable notice. |
| 3.1 | Independent contractor | Establishes that no employment or agency relationship exists, noting that Nigerian employment protections may apply regardless of the parties' choice of law. |
| 4.2 | Invoicing | The Contractor must provide tax identification numbers and payment account details on invoices submitted at the frequency stated in Exhibit A. |
| 5.3 | Withholding | The Client may deduct tax if required by law and must provide the Contractor a receipt within 30 days. |
| 6.1 | Assignment on creation | The Contractor assigns all present and future intellectual property rights in the Deliverables to the Client with effect from their creation. |
| 7.4 | Artificial intelligence and third party services | Prohibits the Contractor from entering Confidential Information into any AI system not specifically listed as approved in Exhibit A. |
| 8.3 | Transfers to Nigeria | Requires a signed transfer mechanism, such as EU standard contractual clauses, before the Client sends Personal Data to the Contractor. |
| 9.2 | Remedy for defects | The Contractor must correct defects notified within a specified period, such as 30 days, at no additional charge. |
| 10.4 | Confidentiality, data and IP | Applies a separate enhanced liability cap to breaches involving data security or intellectual property, except for deliberate breaches. |
| 11.2 | Termination for convenience | Allows either Party to terminate the agreement for any reason by providing the number of days' notice specified in Exhibit A. |
| 12.2 | Competing work | Permits the Contractor to work for competitors but requires advance notice if providing services to specifically named competitors. |
| 16.8 | Stamp duty | Assigns the cost of any Nigerian stamp duty to the Client and permits either Party to have the agreement stamped. |
Who it's for
- a company in England and Wales hiring a software developer in Nigeria
- a US-based client engaging a Nigerian product designer for a fixed project
- an EU entity transferring customer personal data to a processor in Nigeria
- a Nigerian freelancer providing professional services to an international client
How long it runs and how it's signed
Law it's drafted under
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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