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Free contract template generator

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.

1. Contract type

2. Parties

Your business (the Provider)
Your client

3. Scope

4. Fees and payment

5. Term, termination and governing law

6. Signatures

Signatory names and titles come from the Parties section. Signature and date lines are left blank to sign by hand or electronically.

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8 gaps left to fill

SERVICE AGREEMENT

This Agreement is made on [date] (the "Effective Date") between:

(a)[your business name], a company incorporated in Nigeria, whose registered office is at [address] (the "Provider"); and
(b)[client name], a company incorporated in Nigeria, whose registered office is at [address] (the "Client").

1. SERVICES

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.

2. CLIENT OBLIGATIONS

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.

3. FEES AND PAYMENT

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:

(a)deduct only the amount required by law at the applicable rate;
(b)remit the amount deducted to the relevant tax authority within the time required by law; and
(c)give the Provider the receipt or credit note evidencing the remittance, in the Provider's name and showing its Tax Identification Number, within thirty (30) days of the deduction.

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.

4. INTELLECTUAL PROPERTY

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.

5. CONFIDENTIALITY

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.

6. DATA PROTECTION

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.

7. INDEPENDENT CONTRACTOR

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.

8. LIMITATION OF LIABILITY

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.

9. TERM AND TERMINATION

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.

10. FORCE MAJEURE

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.

11. GOVERNING LAW AND DISPUTES

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.

12. GENERAL

(a)Entire agreement: this Agreement is the entire agreement between the parties on its subject and replaces any earlier discussions, proposals or understandings.
(b)Variation: any change to this Agreement must be in writing and signed by both parties.
(c)Notices: notices may be given by email to the addresses stated above, or to another address a party notifies in writing, and take effect on the next business day after sending.
(d)Assignment: neither party may assign or transfer this Agreement without the other party's written consent, which shall not be unreasonably withheld.
(e)Severability: if any provision is found invalid or unenforceable, the rest of this Agreement remains in force.
(f)Waiver: a failure or delay in exercising a right is not a waiver of it.
(g)Counterparts and electronic signature: this Agreement may be signed in counterparts and by electronic signature, each of which, to the extent permitted by law, has the same effect as a handwritten signature on a single original.

Signed by the parties on the dates stated below.

For and on behalf of [your business name] (Provider)
Signature
Name: ________________
Title: ________________
Date
For and on behalf of [client name] (Client)
Signature
Name: ________________
Title: ________________
Date

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.

Want it signed online?

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-Sign

Last 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.

Which contract do you need?

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.

The four templates and when to use them
TemplateUse it whenKey terms it sets
Service agreementYou are delivering a defined project or service for one clientScope, deliverables, fixed, milestone or hourly fees, deposit, IP transfer on payment
Retainer agreementThe client pays a monthly fee for ongoing workMonthly fee in advance, included hours, overage rate, minimum term, notice
Non-disclosure agreementYou need to share or receive sensitive information before a dealMutual or one-way, purpose, exclusions, how long confidentiality lasts
Statement of workA master agreement already exists and you are adding a new projectDeliverables, milestones, acceptance period, fees for this project only

The key clauses in a contract

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.

  • Parties: the full legal names, with the CAC registration number for a company (RC) or business name (BN). A contract with a trading name and no registration number makes it harder to prove who agreed to what.
  • Scope and deliverables: what you will do and what the client will receive. Anything not listed is a change, and the change clause says changes need written agreement on price and timing.
  • Fees and payment terms: the amount, the currency, when invoices are issued and how many days the client has to pay. A deposit clause protects you on fixed-fee work.
  • Tax: whether VAT is added on top, and what happens when the client deducts withholding tax.
  • Intellectual property: the client owns what you made for them once they have paid for it; you keep your own tools and templates.
  • Confidentiality and data protection: both parties protect each other’s information and comply with the Nigeria Data Protection Act 2023.
  • Limitation of liability: caps what either side can claim, usually at the fees paid in the last twelve months.
  • Term and termination: how long the agreement runs, the notice period, and what is paid for if it ends early.
  • Governing law and disputes: Nigerian law, the state whose courts hear disputes, or arbitration instead.
  • Signatures: who signs for each party, in what capacity, and when.

VAT and withholding tax in the fee clause

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.

Common WHT rates on payments to resident payees
PaymentResident companyResident individual
Consultancy, professional, technical and management fees5%5%
Commission and brokerage5%5%
Other services2%2%
Supply of goods (not by the manufacturer)2%2%
Rent, hire or lease10%10%
Construction: roads, bridges, buildings, power plants2%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.

Is a generated contract legally valid in Nigeria?

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.

Signing electronically

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.

Sending a contract for e-signature with ereQa

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

Frequently asked

How do I create a contract for free?

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.

What are the key clauses in a contract?

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.

Is a generated contract legally valid in Nigeria?

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.

Can I send the contract for e-signature?

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.

Should my contract add VAT to the fee?

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.

What withholding tax will a client deduct from my fee?

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.

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