Statement of Work in Nigeria: Template, Key Clauses and Local Law (2026)

A statement of work (SOW) is the document that describes exactly what a service provider will deliver for a specific project: the scope, the deliverables, the timeline and the price. In Nigeria an SOW usually sits under a master services agreement (MSA), which carries the legal terms, while the SOW carries the project detail. This guide sets out what belongs in an SOW and the local law that frames it. It is written for buyers, suppliers and their legal teams. It is general guidance, not legal advice, and you should confirm the current position with a qualified Nigerian lawyer. ## What an SOW is and how it fits An SOW answers four questions for one piece of work: what is being delivered, by when, for how much, and how will we know it is done. It is deliberately practical. Most commercial relationships split the paperwork in two. The MSA sets the legal framework once, covering liability, intellectual property, confidentiality and dispute resolution. Each project then gets its own SOW that plugs into the MSA. This lets teams start new work quickly without renegotiating the legal terms each time. An SOW can also stand alone as a complete contract, but then it must carry those legal terms itself. ## The law that applies in Nigeria Nigeria has no single codified contract statute at the federal level. An SOW, like any contract, follows received English common law, so it needs offer, acceptance, consideration and intention to create legal relations. A few points matter in practice: - Relationship with the MSA. If the SOW sits under an MSA, the two must fit together, and an order-of-precedence term should say which wins if they conflict. Usually the MSA governs legal terms and the SOW governs scope.

• Nigeria Data Protection Act 2023. If the work involves personal data of people in Nigeria, data protection obligations apply and may need a data processing agreement.
• Copyright Act 2022. Deliverables such as software, designs or reports are protected by copyright, so the SOW or MSA must say who owns the intellectual property created.
• Tax. Value Added Tax at 7.5% applies to most services, so the SOW should state fees clearly and say who bears VAT. Withholding tax may also apply to service payments.
• 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 ### Scope and deliverables Describe precisely what will be delivered. Vague scope is the single biggest cause of disputes, so list the deliverables, what is included and, just as useful, what is not. ### Timeline and milestones Set the start date, milestones and completion date, and link payments to milestones where that makes sense. ### Acceptance criteria State how a deliverable is tested and accepted, how long the buyer has to review, and what happens if it is rejected. Clear acceptance criteria prevent arguments about whether the work is done. ### Fees and payment State whether the work is fixed-price or time-and-materials, the amounts, the invoicing schedule, VAT and any withholding tax. Tie payment to acceptance where possible. ### Assumptions and dependencies List what the provider is relying on, such as access, information or buyer resources. If the buyer is late, the timeline and price should flex. ### Change control Set out how changes to scope are requested, priced and approved, so scope creep is handled in writing rather than informally. ### Intellectual property Say who owns the deliverables and any pre-existing materials, referring up to the MSA if there is one. Under the Copyright Act 2022, ownership of created works should be clear. ### Personnel and governing terms Name key personnel if they matter, and confirm which MSA (if any) governs and the order of precedence. ## A simple structure to follow 1. Reference to the governing MSA (if any)

2. Project scope and deliverables
3. Timeline and milestones
4. Acceptance criteria
5. Fees, invoicing, VAT and withholding tax
6. Assumptions and dependencies
7. Change control
8. Intellectual property in deliverables
9. Key personnel
10. Order of precedence and signatures ## Common mistakes to avoid - Vague scope with no list of what is excluded.

• No acceptance criteria, so nobody can agree when the work is complete.
• No change control, so scope creep goes unpriced.
• Conflicts between the SOW and the MSA with no order-of-precedence term.
• Silence on IP ownership of the deliverables. ## Keeping the agreement in one place An SOW drives real work after signing: milestones to hit, acceptance windows to meet, change requests to log and payments tied to all of it. These slip when the signed SOW sits in a folder away from the MSA it depends on and the people running delivery. The idea behind a single AI contract workspace is to hold the MSA and its SOWs together: draft and review each SOW, link it to the master agreement, and track milestones, acceptance and payment 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.