Engagement Letter - Template, Sample Form to Fill out Pro · NG-law

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Dear Sir/Madam,

RE: LETTER OF ENGAGEMENT FOR THE PROVISION OF PROFESSIONAL SERVICES

I am pleased to confirm my acceptance of the appointment as ________. This letter, when duly executed by both parties, shall constitute a binding agreement governing the terms and conditions of my engagement, which are set out below.

§1. INTERPRETATION

1.1. In this engagement letter, unless the context otherwise requires, “Engagement” means the appointment and the terms and conditions set out herein; “Services” means the professional services described in §3; “Confidential Information” bears the meaning ascribed to it in §7; and “Parties” means ________ and ________.

1.2. Words importing the singular include the plural and vice versa, and references to any statute include any amendment, re-enactment or modification thereof.

§2. PERIOD OF ENGAGEMENT

2.1. This Engagement shall commence on ________ and shall remain in force until ________, unless earlier terminated in accordance with §9.

2.2. The Engagement may be renewed or extended only by the mutual written agreement of the Parties.

§3. PURPOSE AND SCOPE OF SERVICES

3.1. The purpose of this Engagement is to provide the following Services: ________

3.2. The Services shall be rendered in a professional and competent manner, in accordance with applicable professional standards and the laws of the Federal Republic of Nigeria.

3.3. Any work falling outside the scope described in §3.1 shall be the subject of a separate written agreement between the Parties.

§4. OBLIGATIONS OF ________

4.1. In connection with the purpose of this Engagement, ________ shall be responsible for the following:

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4.2. In addition to the responsibilities set out in §4.1, I shall:

(i) provide the Services diligently, with due care, skill and professional competence;

(ii) comply with all applicable laws, regulations and professional codes of conduct;

(iii) perform such other tasks reasonably incidental to the Services as may be agreed in writing between the Parties.

§5. OBLIGATIONS OF ________

In relation to the Services under this Engagement, ________ shall:

(i) pay ________ for the Services rendered under this Engagement in accordance with §6;

(ii) grant access to all relevant documents, data and information required for the successful performance and completion of the Services, and ensure the accuracy and completeness of all information so provided;

(iii) provide the necessary cooperation, assistance and information to enable the effective performance of the Services;

(iv) respond promptly to requests for information or action to avoid delays in the completion of the Services;

(v) inform ________ promptly of any changes in circumstances that may impact the Services or their delivery;

(vi) abide by all applicable laws and regulations related to the Services being rendered;

(vii) abide by the terms and conditions of this Engagement, including any limitations on the scope of the Services;

(viii) cooperate in good faith to resolve any disputes or disagreements that may arise during the Engagement.

§6. FEES, EXPENSES AND TAXES

6.1. The professional fees for the Services rendered under this Engagement shall be the sum of ₦________ (________) per hour.

6.2. ________ shall make payment within ________ of the date of each invoice, at the end of each month or at any other interval agreed in writing.

6.3. Payment shall be made by ________ to the account designated in writing by ________.

6.4. All fees stated herein are exclusive of Value Added Tax, which shall, where applicable, be charged at the prevailing rate pursuant to the Value Added Tax Act (as amended). Any withholding tax deductible under the Companies Income Tax Act or the Personal Income Tax Act (as amended) shall be deducted at source and remitted to the relevant tax authority, with appropriate evidence of remittance furnished to ________.

6.5. I shall be entitled to reimbursement of all reasonable incidental and out-of-pocket expenses incurred on behalf of ________, provided that the same have been authorised in advance by ________ and are supported by appropriate receipts.

6.6. Any sum not paid when due shall attract interest at the rate of ________% per month from the due date until payment is made in full.

§7. CONFIDENTIALITY

7.1. In performing the obligations under this Engagement, I acknowledge that I may have access to confidential information and materials. I undertake not to make public or disclose, in whole or in part, any information relating to the practice, business dealings or other affairs of ________ which comes to my knowledge as a result of this Engagement, without the prior written consent of ________, save where disclosure is required by law or by an order of a court of competent jurisdiction, in which case ________ shall be promptly notified in writing.

7.2. I agree to use the Confidential Information solely for the purpose for which it was provided and to take all proper and reasonable measures to preserve its confidentiality.

7.3. All Confidential Information coming into my possession shall be treated as valuable, held in strict confidence and protected from disclosure to any third party.

7.4. Where, in the course of the Services, I process any personal data on behalf of ________, I shall do so in compliance with the Nigeria Data Protection Act 2023 and any regulations or guidelines issued by the Nigeria Data Protection Commission, and shall implement appropriate technical and organisational measures to safeguard such data.

7.5. The obligations under this §7 shall survive the expiry or termination of this Engagement and shall continue in force for so long as the information retains its confidential character.

§8. INTELLECTUAL PROPERTY

8.1. ________ agrees that all formulas, trade secrets, business models, written works, videos, text, photographs and all other intellectual property, including trademarks, goodwill, patents, copyrights and other materials created or developed by ________ for ________ in the course of and for the purpose of this Engagement, shall be the sole property of ________, who is granted unrestricted rights to use such intellectual property.

8.2. ________ hereby assigns to ________ all intellectual property rights in all designs, formulas, inventions, patterns, copyrights and other original works created under this Engagement, in accordance with the Copyright Act 2022, the Patents and Designs Act and the Trade Marks Act, and shall execute such further documents as may be necessary to perfect such assignment.

8.3. Nothing in this §8 shall affect any pre-existing intellectual property owned by either Party prior to the commencement of this Engagement.

§9. TERMINATION

9.1. Either Party may terminate this Engagement by giving the other Party not less than thirty (30) days’ written notice of its intention to do so.

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9.3. Upon termination of this Engagement for any reason, I shall be entitled to payment for all Services duly rendered and expenses reasonably incurred up to the effective date of termination.

9.4. The provisions of §7, §8 and §10, together with any other provisions which by their nature are intended to survive, shall continue in full force notwithstanding termination.

§10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. This Engagement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

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10.3. Where the dispute is not resolved under §10.2, the Parties shall refer the matter to arbitration in accordance with the Arbitration and Mediation Act 2023. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the Parties, the seat of arbitration shall be ________, and the language of the arbitration shall be English. The award of the arbitrator shall be final and binding on the Parties.

10.4. Nothing in this §10 shall preclude either Party from seeking urgent injunctive or interim relief from a court of competent jurisdiction.

§11. GENERAL PROVISIONS

11.1. Entire Agreement: This Engagement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior communications, representations and understandings, whether oral or written.

11.2. Amendment: No variation of this Engagement shall be effective unless made in writing and signed by both Parties.

11.3. Assignment: Neither Party may assign or transfer its rights or obligations under this Engagement without the prior written consent of the other Party.

11.4. Independent Contractor: Nothing in this Engagement shall be construed as creating a partnership, agency or employment relationship between the Parties.

11.5. Notices: All notices under this Engagement shall be in writing and delivered to the addresses stated above or to such other address as a Party may notify in writing.

11.6. Severability: If any provision of this Engagement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.7. Waiver: No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

11.8. Stamp Duty: This Engagement shall be stamped in accordance with the Stamp Duties Act, and the cost thereof shall be borne by ________.

Thank you for the opportunity to be of service to you. I look forward to developing a beneficial professional relationship with you.

Yours faithfully,

__________________________
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Date: ________

ACCEPTANCE

I, ________, hereby agree to and accept all the terms and conditions stated herein.

_____________________________
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Designation: ________

Date: ________

WITNESS

Name: ________

Address: ________

Occupation: ________

Signature: _____________________________

Date: ________