NIGERIA Law and Practice Contributed by: Tiwalola Osazuwa, Peretimi Akinmodun, Lazarus Uwa Kalu and Mubaraq Popoola, ǼLEX
ogy agreements comply with all these laws and regulations. Increased cost Technology transfer agreements in Nigeria are subject to mandatory registration with the National Agency for Technology Acquisition and Promotion (the “NOTAP”). Failure to do so will result in the Nigerian party being unable to remit payments through the official foreign exchange market. The NOTAP has specific guidelines regarding fee limits payable under the agree - ment, as well as certain local content require - ments. Without these the technology agreement will not be registered. Cross-border legal and jurisdictional issues Technology agreements, such as technology transfer agreements, often involve cross-border collaborations. This can create complexities in contract enforcement. If the technology provider is based outside Nigeria, enforcing the agree - ment in case of a breach may pose significant challenges for the Nigerian party. Data protection and data privacy concerns Technology agreements that involve cross-bor - der transfer of data face particular challenges, as they must comply with the additional require - ment under the NDPA with respect to cross-bor - der transfer of data. Mandatory or Excluded Laws to be Taken into Account Several requirements are mandated by certain regulations which parties cannot exclude by contract when entering into technology agree - ments in Nigeria. These include the following. • The Central Bank of Nigeria’s 2011 Guidelines on Point of Sale (POS) Card Acceptance Ser - vices mandate that entities engaged in POS
card acceptance services within Nigeria must utilise a local network switch for all domestic POS. The Guidelines explicitly prohibit the routing of domestic transactions outside of Nigeria for switching purposes between Nige - rian issuers and acquirers. • The NITDA’s Guidelines for Nigerian Content Development in Information and Communica - tion Technology requires all: (a) telecommunications companies and network service companies to host all subscriber and consumer data in Nigeria, in line with existing legislation; (b) data and information management companies to host all sovereign data in Nigeria; and (c) government ministries to host all sover - eign data locally on servers within Nigeria. Price Revision A telecommunication company cannot revise the prices of their services without the prior approval of the NCC. Foreign Exchange Controls The CBN has regulations in place governing for - eign exchange transactions in Nigeria. Contracts that involve payments in foreign currencies (eg, US dollars) need to comply with the applicable exchange control rules. When a party to a con - tract seeks to repatriate funds in foreign cur - rency through an authorised dealer, such as a commercial bank, they are required to provide relevant documentation, including regulatory approvals such as approval from the NOTAP for technology transfer agreements or approval from the NCC for telecom-related agreements. Regulated Industries The financial sector in Nigeria is subject to greater regulations. This is due to the sensi - tive nature of the data these industries handle,
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