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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