Customer story
FREE TOOL
Build a service agreement, retainer, NDA or statement of work for a Nigerian business. Fill in the parties, scope, fees, VAT and withholding tax, term and governing state, and watch the contract write itself. Download a PDF or copy the text. Free, no sign-up.
This is a template, not legal advice. It is a starting point for routine service work. Have a Nigerian lawyer review it before you rely on it, especially for high-value or unusual deals.
Signatory names and titles come from the Parties section. Signature and date lines are left blank to sign by hand or electronically.
SERVICE AGREEMENT
This Agreement is made on [date] (the "Effective Date") between:
The Provider shall provide the following services to the Client (the "Services"): [describe the services]
The Provider shall start the Services on [start date], and shall perform them with reasonable skill and care, in a professional manner.
Any change to the Services must be agreed in writing, together with any change to the Fees and timeline that it causes.
The Client shall give the Provider the information, materials, access and decisions it reasonably needs, on time. The Provider is not responsible for delay caused by the Client's failure to do so, and the timeline shall be extended accordingly.
The Client shall pay the Provider a fixed fee of [amount] (the "Fees"), of which 50% is payable as a deposit on signing this Agreement and the balance on completion of the Services.
Each invoice is payable within 14 days of its date by bank transfer to the account stated on the invoice.
The Fees are exclusive of Value Added Tax (VAT). The Provider shall add VAT at the rate in force at the date of the invoice (currently 7.5%) and the Client shall pay it together with the Fees.
Where the Client is required by law to deduct withholding tax from any payment under this Agreement, the Client shall:
An amount properly deducted and remitted under this clause shall be treated as paid to the Provider.
The Client shall reimburse reasonable out-of-pocket expenses that it has approved in writing in advance, at cost and against receipts, invoiced separately from the Fees.
If an undisputed invoice remains unpaid thirty (30) days after its due date, the Provider may, after giving seven (7) days' written notice, suspend the Services until payment is received.
On receipt of full payment of the Fees for a deliverable, the Provider assigns to the Client all intellectual property rights in that deliverable to the extent it was created specifically for the Client under this Agreement.
The Provider keeps ownership of its pre-existing materials, tools, templates and know-how, and grants the Client a non-exclusive, perpetual, royalty-free licence to use any of them that are incorporated in the deliverables. Unless the Client objects in writing, the Provider may name the Client as a client and show the deliverables in its portfolio once they are public.
Each party shall keep confidential all non-public information it receives from the other in connection with this Agreement, use it only to perform this Agreement, and disclose it only to employees and advisers who need to know it and are bound by similar duties. This does not apply to information that is or becomes public other than through a breach of this clause, or that a party is required by law or a regulator to disclose. This clause survives termination for three (3) years.
Each party shall comply with the Nigeria Data Protection Act 2023 in relation to any personal data it processes in connection with this Agreement, and the Provider shall process personal data supplied by the Client only to perform the Services.
The Provider acts as an independent contractor. Nothing in this Agreement creates an employment, partnership or agency relationship, and the Provider is responsible for its own taxes, pension and other statutory obligations in respect of its personnel.
Neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue or goodwill. Except for liability for fraud, wilful misconduct, breach of the confidentiality clause, or any liability that cannot be limited by law, each party's total liability under this Agreement shall not exceed the total Fees paid or payable under it in the twelve (12) months before the event giving rise to the claim.
This Agreement starts on the Effective Date and continues until the Services are completed and paid for, unless terminated earlier under this clause.
Either party may terminate this Agreement by giving the other 30 days' written notice.
Either party may terminate this Agreement immediately by written notice if the other party commits a material breach and fails to remedy it within 14 days of being notified of it, or becomes insolvent or enters into any arrangement with its creditors.
On termination for any reason, the Client shall pay the Provider for Services performed and approved expenses incurred up to the termination date, any deposit already paid shall be applied to that amount, and each party shall return or destroy the other's confidential information.
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disaster, epidemic, riot, war, government action or a general failure of power or telecommunications, provided it notifies the other promptly and takes reasonable steps to resume performance. If the event continues for more than sixty (60) days, either party may terminate this Agreement by written notice.
This Agreement is governed by the laws of the Federal Republic of Nigeria as applicable in Lagos State.
The parties shall first try in good faith to settle any dispute arising from this Agreement by negotiation for fourteen (14) days after one party notifies the other of it, and may agree to refer it to mediation. A dispute not settled in that time may be brought before the courts of Lagos State, to whose jurisdiction the parties submit.
Signed by the parties on the dates stated below.
Template only, not legal advice. Have a Nigerian lawyer review it before you rely on it. Generated at ereqa.com/tools/contract-template-generator
Your draft is saved in this browser only. Nothing is sent to ereQa.
On the Business plan, ereQa sends contracts for e-signature: paste this text into a new contract, email your client a signing link, and they sign in the browser by typing their name. You get a timestamped record of when it was sent, opened and signed.
See Contracts & E-SignLast reviewed October 2026. Figures reflect the Nigeria Tax Act 2025, in force from 1 January 2026.
Most disputes between Nigerian service businesses and their clients are not about bad faith. They are about a scope nobody wrote down, a payment date that was “understood”, or a client who deducted withholding tax and a provider who thought they had been short-paid. A short written contract settles those questions before they become arguments. This page explains what each of the four templates is for, the clauses that matter most, how VAT and withholding tax should be handled in the fee clause, and what Nigerian law says about signing electronically.
The generator covers the four agreements a small service business uses most. Pick the one that matches how you are being paid and how long the work runs; you can switch type at any time and keep the details you have entered.
| Template | Use it when | Key terms it sets |
|---|---|---|
| Service agreement | You are delivering a defined project or service for one client | Scope, deliverables, fixed, milestone or hourly fees, deposit, IP transfer on payment |
| Retainer agreement | The client pays a monthly fee for ongoing work | Monthly fee in advance, included hours, overage rate, minimum term, notice |
| Non-disclosure agreement | You need to share or receive sensitive information before a deal | Mutual or one-way, purpose, exclusions, how long confidentiality lasts |
| Statement of work | A master agreement already exists and you are adding a new project | Deliverables, milestones, acceptance period, fees for this project only |
A contract does not need to be long to work. It needs to answer, clearly, the questions that cause disputes. These are the clauses the templates include and why each one is there.
Two taxes affect what a Nigerian client actually pays you, and the fee clause should deal with both. VAT is 7.5% and is added on top of your fee if you are registered; registration becomes mandatory once taxable supplies reach ₦25 million in twelve months. If the contract says nothing, a client can argue the quoted fee already included VAT. The template states that fees are exclusive of VAT, or that no VAT is charged, depending on the option you choose.
Withholding tax works the other way. A company paying you deducts a percentage, remits it to the tax authority in your name, and pays you the rest. It is an advance on your own income tax, not a cost, but only if you receive the receipt or credit note that proves the deduction. The template’s WHT clause obliges the client to deduct only the amount required, remit it on time and give you the evidence within 30 days. The rates below come from the 2024 withholding regulations; our withholding tax rates guide has the full table.
| Payment | Resident company | Resident individual |
|---|---|---|
| Consultancy, professional, technical and management fees | 5% | 5% |
| Commission and brokerage | 5% | 5% |
| Other services | 2% | 2% |
| Supply of goods (not by the manufacturer) | 2% | 2% |
| Rent, hire or lease | 10% | 10% |
| Construction: roads, bridges, buildings, power plants | 2% | 2% |
Worked example: a ₦1,000,000 consultancy fee to a VAT-registered provider. The invoice is ₦1,075,000 including ₦75,000 VAT. The client deducts 5% WHT on the fee, ₦50,000, and pays ₦1,025,000. The provider records ₦50,000 as a tax credit, not a bad debt. WHT is calculated on the fee before VAT. If the payee has no valid Tax ID, the regulations allow deduction at double the rate, so put your TIN on the contract and the invoice.
A contract is binding because of what the parties agreed, not because of who typed it. Under Nigerian law a valid contract needs an offer, acceptance, consideration (something of value on each side), an intention to create legal relations, parties with capacity, and terms certain enough to enforce. A template can supply clear terms; it cannot confirm that the deal itself is lawful or that it suits your circumstances.
Some agreements carry extra formalities. Contracts dealing with land, guarantees and some regulated activities have specific requirements, and certain documents attract stamp duty; an unstamped instrument can face difficulty being admitted in evidence until it is stamped and any penalty paid. For high-value work, employment relationships, or anything you would struggle to walk away from, have a lawyer review the draft. The templates here are written for routine service work between businesses.
Section 93 of the Evidence Act 2011 deals with electronic signatures: where the law requires a signature, an electronic signature can satisfy that requirement, and it may be proved in any manner, including by showing the procedure the signer had to go through. Section 84 sets out how computer-generated evidence is admitted. The Cybercrimes Act 2015 also recognises electronic signatures, while excluding certain documents such as wills and instruments dealing with land. In practice, the strength of an e-signature as evidence depends on being able to show who signed, when, and what they agreed to.
The template’s general clause records that the parties agree to sign by electronic signature. That agreement helps, but it does not replace legal advice on whether electronic signing suits a particular contract.
This generator gives you a document to download, print or paste elsewhere. If you would rather send it for e-signature, ereQa’s Contracts & E-Sign on the Business plan lets you paste this text into a new contract, or start from one of its 10 templates, which include service, consulting and freelance agreements and an NDA. eQ AI can draft a first version from a short description for you to edit.
You email the client a signing link from ereQa or copy the link to share it yourself. The client opens it in a browser without creating an account, types their full name and ticks a confirmation to sign, or declines. ereQa keeps a timestamped record of when the contract was sent, opened and signed, with the signer’s typed name and IP address, emails you when it is signed, and locks a signed contract against editing.
A signed contract usually leads to a quote or an invoice. If you price work before you contract it, quotes in ereQa let the client accept online, and the free invoice generator handles the first invoice without an account.
Questions
Choose a contract type above, enter both parties’ details, describe the work, set the fees and payment terms, choose the term, notice period and governing state, and the contract builds as you type. Download it as a PDF or copy the text. It is free and needs no account.
Parties, scope and deliverables, fees and payment terms, tax (VAT and withholding tax), intellectual property, confidentiality and data protection, limitation of liability, term and termination, force majeure, governing law and dispute resolution, and signature blocks.
A contract is binding when there is offer, acceptance, consideration, intention to create legal relations, capacity and certain terms, however the document was produced. A template cannot confirm that your deal is lawful or suits your situation, and some contracts have extra formalities or stamp duty, so have a lawyer review anything high-value. This tool is a template, not legal advice.
Yes, from ereQa on the Business plan. Paste the text into a new contract or use one of ereQa’s 10 templates, then email the client a signing link or copy it to share. The client signs in the browser by typing their name, without an account, and ereQa records when it was sent, opened and signed, with the signer’s IP address.
If you are VAT-registered, state that fees are exclusive of VAT and that VAT at the current 7.5% rate will be added to each invoice. Registration is mandatory once taxable supplies reach ₦25 million over twelve months. If you are not registered, say that no VAT is charged.
For resident payees, 5% on consultancy, professional, technical and management fees, 2% on other services, and 10% on rent, under the 2024 withholding regulations. WHT is worked out on the fee before VAT, and the deduction is a credit against your own income tax if you get the receipt.
Contracts & E-Sign is on the Business plan. Invoicing and expense tracking start on the Free plan, with no card.