A contract for Nigeria should reflect the real delivery and regulatory model. A short overseas template may omit tax withholding, currency conversion, product approval, data transfer, local enforcement and mandatory Nigerian law.

Core terms

Define the parties, scope, specifications, deliverables, acceptance, price, currency, invoicing, tax, payment security, title, risk, warranties, liability, insurance, confidentiality, IP, data, anti-bribery, sanctions, audit, change control, force majeure, termination and transition.

Cross-border contracts should say whether the price is inclusive or exclusive of Nigerian taxes, who deducts withholding, when evidence must be delivered and whether gross-up applies. Allocate foreign-exchange risk and deal with delayed currency availability. Consider advance payment security, letters of credit, parent guarantees, retention of title and staged acceptance where credit risk is material.

For imported goods, identify who handles classification, product registration, Form M, certificates, labels, freight, insurance, duty, port charges and demurrage. Incoterms allocate defined delivery risks but do not answer every Nigerian regulatory question.

Agency and distribution agreements need clear authority limits, competition-law review, customer and data ownership, target and exclusivity rules, compliance controls, stock treatment and termination transition. Joint-venture agreements require funding, governance, deadlock and exit provisions.

Governing law and dispute design

Choose governing law, forum, seat and enforcement strategy deliberately. An English-law clause does not disapply Nigerian regulatory law. A Nigerian-law contract need not use Nigerian-seated arbitration. Consider interim relief, service, language, confidentiality, limitation periods, pre-action notices, sovereign immunity and where assets are located.

Execution

Confirm corporate authority, board approvals, signature blocks, powers of attorney, stamping and registration where applicable. Cross-check schedules, defined terms and related documents. An unsigned schedule or inconsistent order of precedence can undermine an otherwise detailed agreement.