Franchise Agreement in Nigeria: Template and Key Clauses (2026)

A franchise agreement in Nigeria is the contract under which a brand owner, the franchisor, lets another business, the franchisee, operate under its brand and system in return for fees. Nigeria has no single dedicated franchise statute, so the agreement itself does most of the work, shaped by the laws on companies, intellectual property, technology transfer and competition. One Nigerian feature stands out: agreements that transfer foreign technology or know-how may need to be registered with a government body before fees can be remitted abroad. This is general information, not legal advice. Nigerian law and regulatory practice change, so confirm the current position before relying on any clause. ## How Nigerian law shapes a franchise Several laws apply together. There is no standalone franchise law, so the Companies and Allied Matters Act 2020, known as CAMA, governs how the franchisee entity is set up and run. The Trade Marks Act and wider intellectual property law protect the brand at the centre of the deal. The Federal Competition and Consumer Protection Act regulates unfair terms and anti-competitive conduct. For cross-border franchises, the National Office for Technology Acquisition and Promotion, NOTAP, registers agreements involving the transfer of foreign technology or know-how, and this registration is often needed before royalties and fees can be remitted abroad through official channels. Foreign-exchange rules administered by the central bank also affect remittance. <!-- [VERIFY] current NOTAP registration requirements and the relevant statute references, and the Trade Marks Act citation, before stating them as fixed --> ## A clause by clause skeleton Use this as a structure to adapt, not a finished document. ``` FRANCHISE AGREEMENT Parties: [Franchisor] and [Franchisee] Date: [date] 1. GRANT The Franchisor grants the Franchisee the right to operate [the business] under the brand and system in the Territory for the Term. 2. TERRITORY AND EXCLUSIVITY The Territory is [area]. The grant is [exclusive / non-exclusive]. 3. TERM AND RENEWAL The Term is [period], renewable on [conditions and notice]. 4. FEES Initial franchise fee of [amount], ongoing royalty of [percentage of revenue], and a marketing-fund contribution of [amount/percentage]. 5. INTELLECTUAL PROPERTY The Franchisee may use the trademarks and system only as licensed and acquires no ownership. The Franchisor protects the registered marks. 6. TECHNOLOGY TRANSFER AND NOTAP Where foreign technology or know-how is transferred, the agreement is registered with NOTAP to support lawful remittance of fees. 7. SYSTEM AND STANDARDS The Franchisee follows the operating manual, brand standards, approved suppliers and quality controls. 8. TRAINING AND SUPPORT The training, launch help and ongoing support the Franchisor provides. 9. PREMISES AND FIT-OUT Site approval, lease arrangements and fit-out to brand specification. 10. CONFIDENTIALITY AND NON-COMPETE The Franchisee protects the system and does not run a competing business during and for [period] after, so far as enforceable. 11. TERMINATION Grounds for termination by each party, cure periods and what happens to the brand, stock and premises on exit. 12. GOVERNING LAW AND DISPUTES Governed by Nigerian law. Disputes resolved by [arbitration / the courts]. Schedule 1: Territory Schedule 2: Fees

- **NOTAP registration.** Agreements transferring foreign technology or know-how often need NOTAP registration to support lawful remittance of fees abroad.
- **Foreign exchange.** Central-bank rules affect how and whether fees can be remitted, so plan the money flow early.
- **Trademark registration.** Register the marks in Nigeria before launch, as an unregistered brand is hard to enforce. ## Common mistakes to avoid - Assuming Nigeria has a single franchise law and ignoring CAMA, IP and competition rules.
- Signing a cross-border franchise without planning NOTAP registration and remittance, so fees cannot be paid abroad lawfully.
- Not registering the trademarks in Nigeria before opening.
- Vague territory or exclusivity terms that pit franchisees against each other.
- A royalty clause that does not define the revenue base or the payment mechanics. ## Keeping a franchise network in one place A franchisor rarely has one agreement. It has many, each with its own territory, fee schedule, renewal date, registration status and standards that change over time. When these live across email and folders, it is hard to see which outlets are current, what each owes, and which agreements still need registration or renewal. Drafting a franchise agreement, reviewing a territory or termination clause, editing the fee schedule in plain language and holding every agreement with its dates in one view can live in a single AI workspace tuned to how your company contracts. Adira is built around that workspace, running on Claude, with per-seat pricing shown up front and a 7-day trial, India-first and built to work across jurisdictions. You can read more at [adiralaw.com](https://adiralaw.com). For a single outlet the skeleton above is enough on its own. The point worth keeping is that a franchise network is easier to govern when every agreement, its schedules and its dates stay together and current.