Franchising and distribution are popular routes into the Nigerian market for international brands in food and beverage, retail, education, fitness, hospitality and consumer goods. Nigeria does not have a dedicated franchise statute, so these relationships are governed by general contract law together with intellectual property, competition, tax, foreign exchange and technology transfer rules.
Technology transfer registration
Agreements under which a foreign party licenses trademarks, know-how, patents or provides technical or management services to a Nigerian business are generally required to be registered with the National Office for Technology Acquisition and Promotion (NOTAP). Registration is important for remitting franchise fees and royalties abroad through official foreign exchange channels. See our technology transfer and NOTAP registration service.
Agreements we draft and negotiate
- Master franchise and area development agreements
- Unit franchise agreements
- Exclusive and non-exclusive distribution agreements
- Commercial agency agreements
- Trademark and know-how licences
- Supply agreements between franchisors and franchisees
Key issues
- Territory and exclusivity, and performance targets that support them
- Fees, royalties, marketing contributions, currency and withholding tax
- Protection of trademarks and confidential information
- Operating standards, training, audits and quality control
- Restrictions on sourcing and pricing, which must be assessed against competition law under the Federal Competition and Consumer Protection Act 2018
- Term, renewal and termination, and post-termination restrictions
- Dispute resolution and enforcement
For brand owners
Before launching, brand owners should ensure their trademarks are registered in Nigeria. We conduct searches, file applications and structure the franchise so that fees can be lawfully remitted.
For franchisees and distributors
International franchise agreements are often presented as standard forms. We review them for terms that may be unworkable in the Nigerian market, such as unrealistic development schedules, foreign currency obligations without protection, or termination provisions that put a local investment at risk, and negotiate improvements.
