Software License Agreement (Nigeria)
SOFTWARE LICENSE AGREEMENT
Copyright Act (Cap C28, LFN 2004) | Nigeria Data Protection Regulation 2019 | Value Added Tax Act (as amended by Finance Act 2020) | Companies and Allied Matters Act 2020
THIS SOFTWARE LICENSE AGREEMENT is made this [Agreement Date]
BETWEEN:
(1) [Licensor Name] (RC No. [Licensor RC Number]) of [Licensor Address] (hereinafter referred to as the "Licensor"); AND
(2) [Licensee Name] (RC No. [Licensee RC Number]) of [Licensee Address] (hereinafter referred to as the "Licensee").
1. GRANT OF LICENCE
1.1 The Licensor hereby grants to the Licensee a [Licence Type] licence to use the [Software Name] (the "Software") — described as: [Software Description] — subject to the terms and conditions of this Agreement.
1.2 The licence is granted: (a) for [Permitted Users]; (b) within the territory of [Territory]; (c) for the Licensee's internal business purposes only; and (d) for the term of [Licence Term] (if time-limited), or perpetually (if a perpetual licence is granted above).
1.3 The Licensor retains all copyright and other intellectual property rights in the Software under the Copyright Act (Cap C28, LFN 2004). The Licensee receives only the rights expressly granted in this Agreement. The licence does not constitute a transfer of ownership of the Software or any underlying intellectual property.
2. RESTRICTIONS
2.1 The Licensee shall not: (a) copy, reproduce, or install the Software on more devices than the number of permitted users specified in Clause 1.2; (b) reverse engineer, decompile, or disassemble the Software — acts that constitute adaptation of the Software and infringe the Licensor's copyright under Section 6 of the Copyright Act (Cap C28, LFN 2004); (c) sublicense, assign, or transfer the Software or this Agreement to any third party without the Licensor's prior written consent; (d) use the Software outside the licensed territory; (e) remove or alter any copyright notices, trade marks, or proprietary legends on the Software.
2.2 The Licensee shall be responsible for ensuring that all permitted users comply with the terms of this Agreement.
3. LICENCE FEE AND PAYMENT
3.1 In consideration for the licence granted, the Licensee shall pay the Licensor a licence fee of [Licence Fee]. Payment is due [Payment Terms].
3.2 VAT treatment: [VAT Treatment]. Value Added Tax is charged at 7.5% under the Value Added Tax Act (Cap V1, LFN 2004) as amended by the Finance Act 2020.
3.3 Overdue payments shall attract interest at the CBN Monetary Policy Rate plus 5% per annum from the due date until actual payment.
3.4 For time-limited subscription licences, the licence shall automatically renew at the end of each term unless the Licensee gives the Licensor written notice of non-renewal at least 30 days before the end of the current term.
4. INTELLECTUAL PROPERTY
4.1 The Licensor owns all copyright, trade marks, and other intellectual property rights in the Software. Copyright in the Software subsists for 70 years from the date of creation under Section 7(3) of the Copyright Act (Cap C28, LFN 2004).
4.2 Nothing in this Agreement transfers any intellectual property rights to the Licensee. Any modifications, improvements, or derivative works of the Software created by the Licensor during the term shall remain the Licensor's exclusive property.
5. DATA PROTECTION
5.1 Where the Software processes personal data of Nigerian residents, the parties shall comply with the Nigeria Data Protection Regulation 2019 (NDPR) issued by the National Information Technology Development Agency (NITDA). The data protection obligations applicable to this Agreement are as follows: [NDPR Provisions].
6. WARRANTY AND DISCLAIMER
6.1 The Licensor warrants that the Software will perform materially in accordance with its published documentation for a period of 90 days from the date of delivery.
6.2 Except as stated in Clause 6.1, the Software is provided 'as is'. The Licensor disclaims all implied warranties, including implied warranties of fitness for a particular purpose and satisfactory quality, to the extent permitted by Nigerian law.
7. LIMITATION OF LIABILITY
7.1 The Licensor's aggregate liability to the Licensee under or in connection with this Agreement shall not exceed the licence fees paid by the Licensee in the 12 months preceding the claim.
7.2 Neither party shall be liable to the other for any indirect, consequential, special, or punitive loss, including loss of profits, loss of business, or loss of data.
8. TERM AND TERMINATION
8.1 This Agreement commences on the date first written above and continues for the licence term specified in Clause 1.2 (or indefinitely for perpetual licences), unless terminated earlier in accordance with this Clause.
8.2 Either party may terminate this Agreement on written notice if the other commits a material breach that is not remedied within 21 days of written notice. The Licensor may terminate immediately on written notice for non-payment of licence fees outstanding for more than 30 days.
8.3 On termination or expiry, the Licensee shall immediately cease all use of the Software; delete or destroy all copies of the Software from all devices and servers; and provide the Licensor with written certification of deletion within 7 days. Continued use of the Software after termination constitutes copyright infringement under the Copyright Act (Cap C28, LFN 2004), exposing the Licensee to civil and criminal liability under Section 20 of the Copyright Act.
9. GOVERNING LAW AND DISPUTE RESOLUTION
9.1 This Agreement is governed by the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with this Agreement shall be resolved in accordance with [Governing Law].
EXECUTED as an agreement:
SIGNED for and on behalf of the LICENSOR:
Name: _________________________ Designation: _________________________
Signature: _________________________ Date: _________________________
SIGNED for and on behalf of the LICENSEE:
Name: _________________________ Designation: _________________________
Signature: _________________________ Date: _________________________
Licensor (Authorised Signatory)
________________
Signature
Licensee (Authorised Signatory)
________________
Signature
What Is a Software License Agreement (Nigeria)?
A Software License Agreement in Nigeria governs the relationship between the parties by fixing what each must do.
The Copyright Act (Cap C28, LFN 2004) recognises computer programs as literary works capable of copyright protection under Section 2(1)(a). The owner of copyright in software has the exclusive right to reproduce, publish, perform, adapt, translate, and distribute the software under Section 6 of the Act. A Software License Agreement is the instrument through which the licensor grants the licensee a subset of these rights for specified purposes and on specified terms, without divesting the licensor of the underlying copyright. Copyright in software in Nigeria subsists for 70 years from the date of creation under Section 7(3) of the Copyright Act.
Software licence agreements in Nigeria cover a wide range of commercial arrangements: end-user licence agreements (EULAs) for packaged software; enterprise licence agreements for business software deployed across an organisation; software-as-a-service (SaaS) subscription agreements; original equipment manufacturer (OEM) licences; and reseller licences granting distributors the right to sublicense software to end users.
For data protection purposes, a SaaS software licence arrangement under which the licensor processes the licensee's data on cloud servers triggers NDPR 2019 obligations, requiring a Data Processing Agreement (DPA) or equivalent NDPR-compliant provisions in the licence agreement, addressing data controller and processor responsibilities.
The legal framework governing the Software License Agreement (Nigeria) in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a Software License Agreement (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies and Allied Matters Act (CAMA) 2020 sets the foundational requirements.
When Do You Need a Software License Agreement (Nigeria)?
A Software License Agreement in Nigeria is needed whenever a software owner grants another party the right to use their software on commercial terms, whether for a one-time fee or a recurring subscription.
A Software License Agreement is required when a Nigerian software company sells its proprietary business management software (accounting, HR, inventory) to Nigerian businesses on a perpetual licence or annual subscription basis, documenting the permitted use, the number of users, and the restrictions on copying or reverse engineering.
A Software License Agreement is needed when a foreign software vendor grants a Nigerian company or its Nigerian subsidiary the right to deploy enterprise software — such as ERP, CRM, or business intelligence tools — within Nigeria, specifying the territory restrictions, permitted users, and compliance with the NDPR 2019 for Nigerian-resident user data.
A Software License Agreement is required when a Nigerian tech startup licenses its SaaS platform to business customers in Nigeria, combining a subscription fee, uptime service level agreement (SLA), data processing terms under the NDPR 2019, and limitations of liability.
A Software License Agreement is needed when a mobile app developer on the Google Play Store or Apple App Store publishes terms of service that constitute a licence agreement with Nigerian users of the application, governing permitted use, restrictions, and data collection practices under the NDPR 2019.
A Software License Agreement is required when a software developer grants a reseller or value-added reseller (VAR) in Nigeria the right to sublicense software to end customers, defining the reseller's territory, the sublicence terms, pricing, and the licensor's reserved rights.
Parties in Nigeria should prepare a Software License Agreement (Nigeria) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Software License Agreement (Nigeria)
A valid Nigeria Software License Agreement must contain the following essential elements to be legally effective.
Parties: Full legal names, CAMA 2020 RC numbers for companies, and addresses of the licensor (software owner) and licensee.
Definition of licensed software: A precise description of the software being licensed — name, version number, and whether the licence covers future updates, upgrades, or new releases.
Grant of licence: The specific rights granted — non-exclusive or exclusive; perpetual or time-limited; for a specific territory (e.g., Nigeria only); for a defined number of users or seats; for specified purposes (internal business use only, or for resale). The grant should be explicit and limited to what is stated.
Fees and payment: The licence fee structure — one-time payment, annual subscription, or per-user pricing — in Nigerian Naira (NGN) or approved foreign currency, payment terms, and the VAT treatment at 7.5% under the Value Added Tax Act.
Restrictions: Prohibitions on: copying the software beyond the number of authorised copies; reverse engineering, decompiling, or disassembling the software; sublicensing without the licensor's written consent; using the software outside the licensed territory; and any use that infringes the licensor's copyright under the Copyright Act (Cap C28, LFN 2004).
Intellectual property ownership: Confirmation that the licensor retains all copyright, trade marks, and other intellectual property rights in the software, and that the licence does not transfer any ownership rights to the licensee.
Warranty and disclaimer: A limited warranty that the software will perform materially in accordance with the documentation for a defined period, and a disclaimer of implied warranties of fitness for a particular purpose.
Data protection: Where the software processes personal data of Nigerian residents, NDPR 2019-compliant provisions addressing data security (Article 2.6), data subject rights, data breach notification, and sub-processor management.
Termination: Grounds for termination — non-payment, material breach, insolvency — and the licensee's obligations on termination (ceasing use, deleting copies).
Limitation of liability: A cap on the licensor's aggregate liability at the fees paid in the preceding 12 months, with exclusion of indirect and consequential losses.
Governing law: Nigerian law, with disputes resolved by arbitration under the Arbitration and Conciliation Act (Cap A18, LFN 2004).
Additional compliance elements for a Software License Agreement (Nigeria) used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Software License Agreement (Nigeria) (Nigeria) [Legal document template]. Forms Legal. https://forms-legal.com/nigeria/business/intellectual-property/software-license-agreement-nigeria
"Software License Agreement (Nigeria) (Nigeria)." Forms Legal, 2026, https://forms-legal.com/nigeria/business/intellectual-property/software-license-agreement-nigeria.
@misc{formslegal-software-license-agreement-nigeria,
author = {{Forms Legal}},
title = {Software License Agreement (Nigeria) (Nigeria)},
year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/business/intellectual-property/software-license-agreement-nigeria}},
note = {Free legal document template. Based on Companies and Allied Matters Act (CAMA) 2020}
}Also available for these jurisdictions:
Frequently Asked Questions
Software is protected by copyright in Nigeria as a literary work under Section 2(1)(a) of the Copyright Act (Cap C28, LFN 2004). Copyright protection arises automatically upon creation of the software — no registration with any Nigerian authority is required for copyright to subsist. The copyright subsists in the source code, object code, and documentation of the software. Copyright in software created by an individual author lasts for 70 years from the end of the year in which the author dies, under Section 7 of the Copyright Act. Copyright in software created in the course of employment vests in the employer under Section 10(1) of the Act. The Nigerian Copyright Commission (NCC), established under Section 34 of the Copyright Act, administers copyright policy in Nigeria and operates a voluntary copyright notification service that, while not required for protection, can assist in evidencing ownership in case of infringement disputes.
Reverse engineering of licensed software is generally prohibited under Nigerian law and the terms of most Software License Agreements. The Copyright Act (Cap C28, LFN 2004) grants the copyright owner the exclusive right to adapt and translate the software, and reverse engineering (decompilation to access source code from object code) constitutes a form of adaptation that infringes the copyright owner's rights under Section 6 of the Act without authorisation. The Computer Misuse and Cybercrimes (Prohibition, Prevention, etc.) Act 2015 may additionally apply to unauthorised access to software systems. A Software License Agreement in Nigeria should expressly prohibit reverse engineering, decompilation, and disassembly of the software. The prohibition may be qualified to permit interoperability reverse engineering to the limited extent permitted by applicable law — a common provision in international software licence agreements — but the Copyright Act 2004 does not contain an express interoperability exception.
When a software licence in Nigeria expires — because the licence term has ended, the subscription has not been renewed, or the agreement has been terminated — the licensee's right to use the software ceases. Upon expiry or termination, the licensee is typically required under the Software License Agreement to: cease all use of the licensed software immediately; delete or destroy all copies of the software (including backup copies) from all devices and servers; and provide written certification to the licensor that all copies have been deleted. Continued use of the software after the licence expiry without renewal constitutes copyright infringement under the Copyright Act (Cap C28, LFN 2004), exposing the licensee to civil liability (an injunction and damages) and potentially criminal liability for wilful copyright infringement under Section 20 of the Copyright Act. For enterprise SaaS agreements, licences are typically renewed automatically unless the licensee gives notice of non-renewal before the renewal deadline specified in the agreement.
A Software License Agreement in Nigeria does not need to be registered with any government body to be legally binding between the parties. Copyright in software arises automatically under the Copyright Act (Cap C28, LFN 2004) without registration, and a licence agreement derives its legal force from the law of contract. However, the Nigerian Copyright Commission (NCC) operates a voluntary copyright notification service through which software owners can record their copyright ownership, which can be useful as prima facie evidence of ownership in infringement proceedings. For exclusive licence agreements — where the licensor grants only one licensee the right to use the software in Nigeria — it is good practice (though not legally required) to record the exclusive licence with the NCC to provide public notice of the exclusive rights granted. Stamp duty on the licence agreement may be payable to the Federal Inland Revenue Service (FIRS) or the relevant state revenue authority if the agreement is to be used as evidence in court.
A foreign software company can enforce a Software License Agreement in Nigerian courts or through arbitration in Nigeria, subject to several conditions. First, the agreement must be governed by Nigerian law or the choice of law clause must be enforceable in Nigeria — Nigerian courts will generally apply the chosen foreign law if the parties have expressly agreed to it, subject to Nigerian public policy. Second, the foreign company must obtain leave of the court to serve proceedings on the Nigerian licensee if the company is not incorporated in Nigeria or does not have a place of business here. Third, foreign arbitral awards (e.g., from the ICC or LCIA) are enforceable in Nigeria under Section 54 of the Arbitration and Conciliation Act (Cap A18, LFN 2004) as a foreign arbitral award, subject to the grounds for refusal under Section 52. Foreign court judgments are enforceable in Nigeria under the Foreign Judgments (Reciprocal Enforcement) Act (Cap F35, LFN 2004) where reciprocal enforcement arrangements exist.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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