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Software Subcontractor Agreement for Nigeria

Software Subcontractor Agreement Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes the terms and conditions under which a primary software contractor engages a subcontractor to perform specific software development services. The agreement addresses key aspects including scope of work, intellectual property rights, data protection compliance under NDPR, payment terms, and quality standards. It incorporates specific requirements of Nigerian technology and business laws, including NITDA regulations and cybersecurity requirements, while ensuring proper allocation of risks and responsibilities between the parties.

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What is a Software Subcontractor Agreement?

The Software Subcontractor Agreement is essential in Nigeria's growing technology sector where companies increasingly rely on specialized software development expertise. This document is used when a primary contractor needs to delegate specific software development tasks to another company while maintaining their obligations to the end client. The agreement must comply with Nigerian legislation including the NDPR 2019, NITDA Act, and Cybercrimes Act, while addressing crucial aspects such as intellectual property rights, data protection, quality standards, and payment terms. The document is particularly important given Nigeria's emphasis on local content development and the need to properly structure technology service relationships in compliance with local regulations.

What sections should be included in a Software Subcontractor Agreement?

1. Parties: Identification of the primary contractor and subcontractor, including full legal names and registered addresses

2. Background: Context of the agreement, including reference to the main contract and reason for subcontracting

3. Definitions: Definitions of key terms used throughout the agreement, including technical terminology

4. Scope of Services: Detailed description of the software development services to be provided by the subcontractor

5. Term and Timelines: Duration of the agreement and key project milestones

6. Payment Terms: Compensation, payment schedule, invoicing requirements, and currency specifications

7. Intellectual Property Rights: Ownership and licensing of developed software, existing IP, and third-party components

8. Confidentiality: Protection of confidential information and trade secrets

9. Data Protection and Security: Compliance with NDPR and cybersecurity requirements

10. Performance Standards: Quality standards, acceptance criteria, and testing requirements

11. Reporting and Communication: Project management procedures, reporting requirements, and communication protocols

12. Warranties and Representations: Guarantees regarding service quality, compliance with laws, and authority to contract

13. Liability and Indemnification: Limitation of liability and indemnification obligations

14. Termination: Grounds for termination, notice requirements, and consequences of termination

15. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and force majeure

What sections are optional to include in a Software Subcontractor Agreement?

1. Non-Competition: Restrictions on competing activities, used when subcontractor may have access to sensitive market information

2. Insurance: Insurance requirements, needed for high-value or high-risk projects

3. Source Code Escrow: Provisions for source code deposit with a third party, relevant for business-critical applications

4. Service Level Agreement: Detailed performance metrics and penalties, necessary for ongoing maintenance or support services

5. Personnel Requirements: Specific qualification requirements or key personnel provisions, useful for projects requiring specialized skills

6. Change Control: Procedures for managing changes to project scope or requirements, important for complex or long-term projects

7. Export Control: Compliance with international software export regulations, needed when dealing with international parties

What schedules should be included in a Software Subcontractor Agreement?

1. Project Specifications: Detailed technical specifications, functionality requirements, and deliverables

2. Payment Schedule: Breakdown of payment milestones, rates, and payment terms

3. Service Levels: Performance metrics, response times, and quality standards

4. Approved Subcontractor Personnel: List of key personnel assigned to the project and their qualifications

5. Testing and Acceptance Criteria: Detailed testing procedures and acceptance requirements

6. Security Requirements: Specific security protocols, standards, and compliance requirements

7. Main Contract Extract: Relevant provisions from the main contract that flow down to the subcontractor

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions




































Clauses


































Relevant Industries

Information Technology

Software Development

Financial Services

Telecommunications

E-commerce

Healthcare Technology

Educational Technology

Manufacturing

Professional Services

Government/Public Sector

Relevant Teams

Legal

Information Technology

Procurement

Software Development

Project Management

Vendor Management

Compliance

Operations

Technical Architecture

Risk Management

Relevant Roles

Chief Technology Officer

IT Project Manager

Software Development Manager

Procurement Manager

Legal Counsel

Contract Manager

Chief Information Officer

Technical Program Manager

Vendor Relations Manager

IT Operations Manager

Software Architect

Chief Legal Officer

Technology Compliance Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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