Master Services Agreement (CrossBorder - Nigeria and EU - UK) by OCS
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.
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