Service Agreement - Template, Sample Form to Fill out Pro · NG-law
✓ Valid in Nigeria · drafted to comply with local law
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SERVICE AGREEMENT
(Independent Contractor)
THIS SERVICE AGREEMENT (this "Agreement") is made this ________ day of ________.
BETWEEN
________, of ________ (hereinafter referred to as the "Client", which expression shall where the context so admits include its successors-in-title and permitted assigns) of the one part;
AND
________, of ________ (hereinafter referred to as the "Service Provider", which expression shall where the context so admits include its successors-in-title and permitted assigns) of the other part.
The Client and the Service Provider are hereinafter individually referred to as a "Party" and collectively as the "Parties".
WHEREAS:
A. The Client wishes to retain the services of the Service Provider and is of the opinion that the Service Provider is duly qualified, competent and willing to provide the services described in this Agreement.
B. The Service Provider has agreed to render the said services to the Client as an independent contractor, and not as an employee, in accordance with the terms and conditions herein contained.
NOW THEREFORE, in consideration of the mutual covenants, promises and obligations set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
§1. INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing one gender include the other genders.
1.2 References to any statute or statutory provision include a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.
1.3 Clause headings are inserted for convenience only and shall not affect the construction of this Agreement.
§2. RELATIONSHIP OF THE PARTIES
2.1 The Service Provider is engaged as an independent contractor and nothing in this Agreement shall be construed as creating a relationship of employer and employee, partnership, agency or joint venture between the Parties.
2.2 The Service Provider shall be solely responsible for, and shall indemnify the Client against, all taxes, including personal income tax payable under the Personal Income Tax Act (as amended), pension and other statutory contributions, and any liability arising from the Service Provider's independent contractor status.
§3. TERM OF AGREEMENT
3.1 This Agreement shall commence on ________ and shall, unless earlier terminated in accordance with the provisions herein, expire on ________, without any option for renewal save as may be agreed in writing by the Parties.
§4. POSITION AND SCOPE OF SERVICES
4.1 The Client engages the services of the Service Provider in the following capacity: ________.
4.2 The Service Provider agrees to render the following services (the "Services"):
________
§5. OBLIGATIONS OF THE SERVICE PROVIDER
5.1 The Service Provider undertakes to perform the following:
________
5.2 The Service Provider shall render the Services diligently, professionally, and with reasonable skill and due care, and in accordance with all applicable laws of the Federal Republic of Nigeria.
5.3 The duties may include such other tasks as the Parties may from time to time agree in writing.
5.4 The Service Provider's obligations may from time to time change as mutually agreed upon by the Parties in writing.
§6. OBLIGATIONS OF THE CLIENT
6.1 The Client shall pay the Service Provider the compensation, out-of-pocket expenses and all other agreed fees in accordance with this Agreement.
6.2 The Client shall provide all documents, materials, work tools and equipment reasonably necessary for the performance of the Services.
6.3 The Client shall account for and remit all relevant taxes properly chargeable on it under the applicable laws of the Federal Republic of Nigeria.
§7. WORK LOCATION AND SCHEDULE
7.1 The Service Provider shall render the Services at the following location:
________
7.2 The Service Provider shall observe the following work schedule: ________.
§8. COMPENSATION
8.1 In consideration of the Services rendered under this Agreement, the Service Provider shall be entitled to the sum of ₦________ (________) per hour.
8.2 Such compensation shall be paid subject to the appropriate statutory deductions, and shall be made in the following manner:
________
8.3 The Service Provider shall be entitled to reimbursement of all incidental and out-of-pocket expenses reasonably incurred on behalf of the Client, provided that such expenses were authorized by the Client in writing prior to being incurred and are supported by appropriate receipts.
§9. USE OF SUB-CONTRACTORS
9.1 The Service Provider shall not engage, appoint or hire any sub-contractor, agent or third party to perform any part of the Services without the prior written consent of the Client.
§10. TERMINATION
10.1 This Agreement may be terminated as follows:
(i) by either Party giving to the other the following period of notice in writing: ________;
(ii) by either Party, with immediate effect, where the other Party commits a material breach of any term of this Agreement and fails to remedy the same (where capable of remedy) within ________ days of written notice;
(iii) by the Client, where the Service Provider fails to render the Services required under this Agreement;
(iv) by either Party, upon the death or permanent incapacity of the other Party;
(v) by the Client, with immediate effect, in the event that the Service Provider engages in any act amounting to gross misconduct, fraud, or dishonesty.
10.2 Upon termination or expiry of this Agreement, the Service Provider shall:
(i) forthwith return to the Client all monies, confidential information, documents, books, materials and any other property belonging to or relating to the Client which is in the possession, custody or control of the Service Provider;
(ii) delete all information relating to the business of the Client stored on any electronic device, hard disk or other medium in the possession of the Service Provider;
(iii) not disclose or use any of the Client's trade secrets, and the Client shall be entitled to seek an injunction or any other legal remedy to prevent any such disclosure or use.
10.3 Upon termination, the Client shall pay all compensation and fees accrued up to and including the effective date of termination in respect of Services duly rendered by the Service Provider.
§11. INDEMNITY
11.1 Each Party (the "indemnifying Party") shall indemnify and hold harmless the other Party against all suits, actions, proceedings, claims, damages, liabilities, costs and expenses of whatsoever nature arising from any act, default or omission of the indemnifying Party, its employees, successors, agents or assigns in connection with this Agreement.
§12. CONFIDENTIALITY
12.1 The Parties acknowledge that in connection with this Agreement, each may have access to confidential information and materials of the other, and either Party may be the receiving or disclosing Party.
12.2 Each Party undertakes to:
(i) keep the confidential information secret at all times;
(ii) not disclose the confidential information or allow it to be disclosed in whole or in part to any third party without the prior written consent of the other Party;
(iii) take all proper and reasonable measures to ensure the security and confidentiality of the confidential information.
12.3 The Parties shall use the confidential information solely for the purpose for which it was provided, and save as expressly provided herein, no Party shall at any time, during or after the termination of this Agreement:
(i) use the confidential information except as expressly authorized in writing by the other Party;
(ii) disclose or permit the disclosure of the confidential information except to such authorized persons as are reasonably necessary to receive or evaluate the same;
(iii) transfer or part with possession of the whole or any part of the confidential information.
12.4 To the extent that the performance of this Agreement involves the processing of personal data, each Party shall comply with the provisions of the Nigeria Data Protection Act 2023 and any subsidiary regulations made thereunder, and shall implement appropriate technical and organisational measures to safeguard such personal data.
12.5 These confidentiality obligations apply to all confidential information whether provided before, on or after the date of this Agreement and shall survive the expiry or termination of this Agreement for the following period: ________.
§13. INTELLECTUAL PROPERTY
13.2 The Service Provider shall not use the intellectual property for any purpose other than the provision of the Services under this Agreement.
13.3 The Service Provider shall not permit the use of the intellectual property by any third party and shall be liable for any damages resulting from the unauthorized use thereof.
13.4 The Service Provider shall, at the request and cost of the Client, execute all such documents and do all such acts as may be necessary to perfect the Client's title to such intellectual property.
§14. REMEDIES FOR BREACH
14.1 The Parties agree that the terms of this Agreement are fundamental terms of the contractual relationship between them, and accordingly a breach of the terms hereof by the Service Provider may occasion financial and other damages and losses to the Client.
14.2 Upon the occurrence of a breach by the Service Provider, the Client shall be entitled to be indemnified for all loss and damage incurred, and shall have the right to terminate this Agreement and to pursue any other remedy available to it at law or in equity.
§15. GOVERNING LAW
15.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
§16. DISPUTE RESOLUTION
16.1 The Parties shall use their best endeavours to amicably settle any dispute, controversy or claim arising out of or in connection with this Agreement.
16.2 Where such dispute is not resolved amicably within ________ days, the same shall be referred to arbitration in accordance with the Arbitration and Mediation Act 2023. The arbitration shall be conducted by a sole arbitrator, the seat of arbitration shall be ________, and the language of the arbitration shall be English.
16.3 Subject to the foregoing, the courts of the Federal Republic of Nigeria sitting at ________ shall have jurisdiction to entertain any matter arising from this Agreement.
§17. ENTIRE AGREEMENT
17.1 This Agreement, together with any document referred to herein, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral, between them.
§18. ASSIGNMENT
18.1 No Party shall assign, transfer or otherwise dispose of any of its rights, obligations or duties under this Agreement without the prior written consent of the other Party.
§19. WAIVER
19.1 The failure of either Party to exercise or enforce any right under this Agreement shall not operate as a waiver thereof. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.
§20. AMENDMENTS
20.1 No amendment, variation or modification of this Agreement shall be valid or binding unless made in writing and duly executed by both Parties.
§21. NOTICES
21.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered personally, sent by registered post or by electronic mail to the address of the other Party stated in this Agreement, or to such other address as a Party may notify in writing.
21.2 Any such notice shall be deemed duly received: if delivered personally, at the time of delivery; if sent by registered post, five (5) business days after posting; and if sent by electronic mail, on the next business day following transmission.
§22. FORCE MAJEURE
§23. SEVERABILITY
23.1 Each provision of this Agreement is severable. If any provision is or becomes invalid, illegal or unenforceable for any reason, such invalidity shall not affect the validity or enforceability of the remaining provisions of this Agreement.
§24. COUNTERPARTS
24.1 This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF the Parties have executed this Agreement in the manner hereinafter appearing the day and year first above written.
SIGNED by the within-named Client
________
____________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by the within-named Service Provider
________
____________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
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