Master Services Agreement in Nigeria: Template, Key Clauses and Local Law (2026)

A master services agreement (MSA) in Nigeria sets the standing terms between a supplier and a customer, so each piece of work can be ordered under a statement of work (SOW) rather than a fresh contract every time. The MSA holds the heavy terms: payment, intellectual property, confidentiality, liability, and termination. Each SOW then adds the scope, deliverables, and price for a specific engagement. Nigeria has no single statute for services contracts. The MSA rests on the common law of contract, received from English law and developed by the Nigerian courts, overlaid by data protection, consumer and competition, company, and stamp duty statutes. This guide explains that framework, lists the clauses a Nigerian MSA should contain, and gives a skeleton you can adapt. It is general information, not legal advice. Confirm the current position with a qualified Nigerian lawyer before you sign. ## The law that governs an MSA in Nigeria - Common law of contract. Nigerian contract law is based on English common law principles of offer, acceptance, consideration, and intention, developed by case law, so a well-drafted MSA carries most of the weight.

• Nigeria Data Protection Act 2023 (NDPA). If the supplier handles personal data for the customer, the data clauses must reflect the NDPA, which uses data controller and data processor roles and is supervised by the Nigeria Data Protection Commission.
• Federal Competition and Consumer Protection Act 2018 (FCCPA). It is the principal consumer protection and competition law, enforced by the Federal Competition and Consumer Protection Commission. It addresses unfair, unreasonable, or unjust terms and anti-competitive conduct, relevant where the customer is a consumer or where the MSA contains restraint or exclusivity terms.
• Companies and Allied Matters Act 2020 (CAMA). It governs the capacity and authority of Nigerian companies to contract, so check that signatories are duly authorised.
• Stamp Duties Act. Agreements may attract stamp duty, and stamping can matter for admissibility in evidence, so address stamping obligations.
• Arbitration and Mediation Act 2023. It provides the modern framework for arbitration seated in Nigeria, relevant to the dispute resolution clause. ## Key clauses in a Nigerian MSA ### 1. Structure and order of precedence State that the MSA holds the master terms and that each SOW incorporates them, and set which prevails on conflict. ### 2. Services and statements of work Describe how work is scoped and ordered, requiring each SOW to set deliverables, timeline, acceptance, and fees. ### 3. Fees, invoicing, VAT and currency Set fees, the billing cycle, payment terms, interest on late payment, VAT, and, for cross-border deals, the currency and any foreign exchange considerations. ### 4. Intellectual property Set ownership of pre-existing IP and deliverables and any licence to the customer, and address third party and open source materials. ### 5. Confidentiality Define confidential information, permitted uses, and survival. ### 6. Warranties Give service warranties, including performance with reasonable care and skill and conformity with the SOW. ### 7. Limitation of liability Cap liability and exclude indirect loss, drafted with the FCCPA in mind where the customer is a consumer. ### 8. Indemnities Allocate risk for IP infringement, confidentiality breaches, and third party claims. ### 9. Data protection (NDPA) Where personal data is processed, require NDPA compliance, with the supplier as data processor acting on the customer's instructions, security measures, and breach handling. ### 10. Term, termination and suspension Set term, renewal, notice, termination for breach or insolvency, and the effect on active SOWs. ### 11. Dispute resolution and governing law State Nigerian law and a forum, with arbitration under the Arbitration and Mediation Act 2023 as an option. ### 12. Stamping Record which party is responsible for stamping and payment of any stamp duty. ## A simple clause skeleton 1. Parties and definitions

2. Structure and order of precedence
3. Services and statements of work
4. Fees, invoicing, VAT and currency
5. Customer responsibilities
6. Intellectual property
7. Confidentiality
8. Warranties
9. Limitation of liability
10. Indemnities
11. Data protection (NDPA)
12. Term and termination
13. Consequences of termination
14. Dispute resolution and governing law
15. Stamping and general provisions ## One workspace to draft, review and track the agreement An MSA keeps generating work: new SOWs attach to it, renewal and notice dates fall due, and changes to rates or liability caps must be applied cleanly. Spread across email and shared drives, versions drift and dates get missed. Adira is an AI legal operating system that keeps drafting, review, clause-level editing, version history, and key-date tracking in one workspace, so the current MSA, each SOW, and the dates that matter all live in one place. Indian corporate law is deepest today, and wider non-India jurisdiction depth, including Nigeria, is on the roadmap, so treat this page as general guidance and verify Nigerian specifics locally. You can see the product at Adira. ## Frequently asked questions