Seven Clauses Every Contract Needs

A contract is not a formality you sign to begin work — it is the map the court will read when the relationship breaks down. In our practice, the disputes that become expensive are rarely about the headline commercial terms. They are about silence: what happens when delivery slips, when scope grows, when one party wants out.

First, a precise scope and deliverables clause. Describe the output, the standard, the format and the acceptance test. 'Professional services as agreed' is not a scope.

Second, payment mechanics: amount, currency, invoicing trigger, due period, interest on late payment, and who bears bank charges and applicable taxes.

Third, term and termination. State the duration, renewal mechanism, notice period, termination for convenience and termination for breach — and what survives termination.

Fourth, limitation of liability and indemnities. Cap exposure by reference to fees paid, exclude indirect loss, and carve out the things that should never be capped, such as fraud.

Fifth, confidentiality and data. Define confidential information, permitted disclosures, retention and return, and obligations for personal data handled under the Nigeria Data Protection Act.

Sixth, intellectual property. Say plainly who owns pre-existing IP, who owns the deliverable, and what licence the other party gets.

Seventh, dispute resolution and governing law. Choose the law, choose the forum, and choose the escalation path — negotiation, then mediation or arbitration, with a seat and rules stated.

Signing without these clauses does not remove the risk; it simply moves the argument to a courtroom where the terms will be reconstructed from emails. Get the paper right first.