Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Master Services Agreement (CrossBorder - Nigeria and EU - UK) by OCS
Open Contract StandardsUpdated 16 Sep 2026
MASTER SERVICES AGREEMENT
Nigeria and EU / United Kingdom cross-border services
Note: Use this Agreement where one Party is established in Nigeria and the other in an EU member state or the United Kingdom, and services will be provided under a series of Statements of Work rather than a single fixed scope. The Agreement holds the legal terms that stay the same across every engagement. Each Statement of Work holds the commercial terms for one piece of work: scope, deliverables, fees, dates and service levels.
Note: Three Nigerian points drive most of the risk in this structure and are dealt with in Clauses 6, 7 and 10. Payments for services supplied from outside Nigeria to a Nigerian recipient are now taxable in Nigeria under the Nigeria Tax Act 2025, which took effect on 1 January 2026. A foreign company that carries on business in Nigeria must incorporate a Nigerian company first. And personal data cannot move in either direction without a recorded lawful transfer basis at both ends.
PARTIES
This Master Services Agreement is made on [effective date e.g. 1 september 2026] between:
(1) [full legal name of the customer], a company incorporated in [country of incorporation of the customer e.g. nigeria] with registration number [registration number of the customer e.g. rc 1234567], whose registered office is at [registered office address of the customer] (the "Customer"); and
(2) [full legal name of the supplier], a company incorporated in [country of incorporation of the supplier e.g. england and wales] with registration number [registration number of the supplier e.g. 09876543], whose registered office is at [registered office address of the supplier] (the "Supplier"),
each a "Party" and together the "Parties".
IT IS AGREED as follows.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement, the following terms have the following meanings:
"Affiliate" means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party. For this purpose control means holding more than 50 per cent of the voting rights in an entity, or the power to direct its management or policies, whether by ownership of voting rights, by contract or otherwise, and controlled by and under common control with are construed accordingly.
"Agreement" means this master services agreement, including its Schedules and every Statement of Work entered into under it.
"Applicable Data Protection Law" means, in relation to each Party, the data protection law to which that Party is subject in respect of the Personal Data processed under this Agreement, including the Nigeria Data Protection Act 2023 and any directive or regulation made under it, the EU General Data Protection Regulation, and the UK General Data Protection Regulation read with the Data Protection Act 2018.
"Background IP" means Intellectual Property Rights owned by or licensed to a Party before the Effective Date, or developed independently of this Agreement.
This is a preview. The full template is free on GitLaw.
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About this template
What is this template?
This document is a framework services agreement specifically tailored for Nigeria-EU-UK jurisdictional risks. It contains detailed schedules for cross-border tax status, data transfer assessments, and corporate registration facts. It is not a single-scope contract but a master agreement designed to be used with multiple Statements of Work.
When should you use it?
Use this template when setting up a long-term service relationship between a Nigerian party and a party in the UK or EU to manage differing tax and data regimes. If the services are purely domestic within Nigeria, use a Standard Nigerian Service Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.1 | Framework | Establishes that each signed Statement of Work forms a separate contract incorporating the terms of this Master Services Agreement. |
| 2.3 | Order of precedence | Ranks this Agreement and Schedule 2 (Data Protection Terms) above a Statement of Work unless an express variation is signed. |
| 5.2 | Currency | Calculates conversions using the rate published by the Central Bank of Nigeria official window on the date of the invoice. |
| 6.2 | Withholding tax | Requires a Party to provide a tax receipt within 30 days of remitting withheld funds to the relevant tax authority. |
| 6.5 | Nigerian value added tax on cross-border supplies | Obliges the Customer to withhold and remit VAT at 7.5% under Section 151(2) for supplies made from outside Nigeria. |
| 7.1 | Nigerian company registration | Prohibits the Foreign Party from carrying on business in Nigeria without incorporation or a Ministerial exemption under CAMA Section 80. |
| 8.2 | Deliverables | Assigns all Intellectual Property Rights in Deliverables to the Customer with full title guarantee effective from creation. |
| 10.2 | Transfers out of Nigeria | Permits Personal Data transfers from Nigeria only if the recipient meets adequacy levels under the Nigeria Data Protection Act 2023. |
| 13.3 | Cap per Statement of Work | Limits liability for a Statement of Work to a multiplier of Charges paid in the 12 months preceding a claim. |
| 17.1 | Governing Law | Offers Option A for Nigerian law or Option B for the laws of England and Wales to govern the contract. |
Who it's for
- a Nigerian business receiving remote services from a UK or EU supplier
- a UK or EU entity providing professional services into the Nigerian market
- parties requiring a framework for multiple projects via Statements of Work
- cross-border service providers managing Nigerian withholding tax and VAT compliance
How long it runs and how it's signed
How long
Runs until someone ends it
Notice to end it
[90] days for framework; [30] days for SOW
Survives the end
DEFINITIONS AND INTERPRETATION, CHARGES, INVOICING AND PAYMENT, TAXES, INTELLECTUAL PROPERTY, CONFIDENTIALITY, DATA PROTECTION AND CROSS-BORDER DATA TRANSFERS, ANTI-BRIBERY, SANCTIONS AND FINANCIAL CRIME, WARRANTIES, LIMITATION OF LIABILITY, INDEMNITIES, GOVERNING LAW AND DISPUTE RESOLUTION
Signed by
Customer Authorized Representative, Supplier Authorized Representative
Witness
Not required
Notarisation
Not required
Also needed
Electronic signature permitted under Clause 18.8; Copyright assignments require writing under Section 30(3)
Law it's drafted under
Refers to
Nigeria Tax Act 2025
Governed by
Companies and Allied Matters Act 2020
Refers to
Nigeria Data Protection Act 2023
Refers to
Copyright Act 2022
Refers to
Arbitration and Mediation Act 2023
Refers to
UK Bribery Act 2010
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
Jurisdiction
Nigeria
England & Wales
European Union
Document info
GitLaw document. Document created on Wed Sep 16th, 2026. Last updated on Wed Sep 16th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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