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

A reseller agreement is the contract that lets one business buy a supplier's products or services and sell them on to its own customers. In Nigeria there is no single statute for reseller contracts. They are governed by general contract law, with competition and consumer rules, intellectual property law and the tax position all shaping the deal. This guide sets out the clauses that matter and the local law behind them. It is written for suppliers, resellers and their legal teams. It is general guidance, not legal advice, and you should confirm the current position with a qualified Nigerian lawyer. ## What a reseller agreement does A reseller buys from the supplier and sells to end customers, usually in its own name and for its own margin. This is different from an agent, who sells on the supplier's behalf and binds the supplier. Getting that distinction right is the first job of the contract, because it decides who carries the customer relationship, the credit risk and the liability. The core terms cover what the reseller may sell, where, at what price freedom, and on what conditions. ## The law that applies in Nigeria Nigeria has no single codified contract statute at the federal level. Contract formation follows received English common law, so you need offer, acceptance, consideration and intention to create legal relations. Several other laws shape a reseller deal: - Federal Competition and Consumer Protection Act 2018 (FCCPA). This is the key statute. It restricts anti-competitive agreements and abuse of market power, and it protects consumers. Resale price maintenance and territorial restraints need care, because the Act and the Federal Competition and Consumer Protection Commission (FCCPC) police restrictive practices and unfair terms.

• Copyright Act 2022 and trademark law. If the reseller uses the supplier's brand, software or copyrighted materials, the agreement must grant a limited licence to use the marks and content, and protect the supplier's intellectual property.
• Tax. Value Added Tax at 7.5% applies to most goods and services, including digital services, so the agreement should be clear on pricing and who accounts for VAT.
• Stamp Duties Act. The agreement may attract stamp duty, which matters for admissibility in evidence.
• Dispute resolution. Nigerian-facing deals usually choose Nigerian law and either the courts or arbitration under the Arbitration and Mediation Act 2023. ## Key clauses to include ### Appointment and territory State what the reseller is appointed to sell, in which territory, and whether the appointment is exclusive or non-exclusive. Exclusivity and territory limits should be drafted with the FCCPA in mind. ### Pricing, discounts and margin Set the supplier's prices to the reseller and the discount structure. Be careful about dictating the resale price to end customers, which can raise competition concerns. ### Orders, payment and delivery Cover how orders are placed and accepted, payment terms, currency, VAT, and delivery or provisioning. Credit limits protect the supplier. ### Reseller obligations Set minimum commitments, marketing duties, and standards for how the brand is presented. A reseller usually has no authority to bind the supplier, so say so clearly. ### Intellectual property and brand use Grant a limited, revocable licence to use the supplier's trademarks and materials for resale only, with quality controls to protect the brand under the Copyright Act 2022 and trademark law. ### Warranties, liability and indemnities Set out product warranties, who handles customer support and returns, and a sensible limitation of liability. Remember that consumer protection rules under the FCCPA limit how far liability can be excluded for consumer sales. ### Compliance Include anti-bribery, data protection (the Nigeria Data Protection Act 2023 applies if personal data is shared) and a duty to follow applicable law. ### Term, termination and post-termination State the term, renewal, termination rights and notice, and what happens afterwards: run-off of existing orders, return of materials and end of brand use. ## A simple structure to follow 1. Parties and definitions

2. Appointment, territory and exclusivity
3. Products and ordering
4. Pricing, discounts, payment and VAT
5. Reseller obligations and brand use
6. Intellectual property
7. Warranties, support, liability and indemnities
8. Compliance (competition, anti-bribery, data protection)
9. Term, termination and post-termination
10. Governing law and dispute resolution ## Common mistakes to avoid - Blurring reseller and agent, so it is unclear who the end customer contracts with.

• Fixing the resale price or imposing territorial restraints without checking the FCCPA.
• No brand or IP licence, or one with no quality controls.
• Silence on VAT and currency.
• No clear exit, so brand use and stock keep running after termination. ## Keeping the agreement in one place A reseller agreement keeps generating obligations after signing: minimum commitments to track, renewal and termination dates to diarise, brand-use rules to enforce and pricing reviews to run. These slip when the signed contract sits in a folder and the obligations live in people's heads. The idea behind a single AI contract workspace is to hold the agreement and its duties together: draft the contract, review its clauses and risk, and track renewal dates, minimums and obligations in one place rather than across email and spreadsheets. Adira is one such workspace. It is built around Indian corporate law first, and support for other jurisdictions, including Nigeria, is on its roadmap, so treat the local-law points above as a starting position to confirm with a qualified Nigerian lawyer.