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The short answer
A contract with a Nigerian client should fix six things: the scope and what counts as done, the currency and who bears conversion costs, how Nigerian withholding tax is handled, deposits and late-payment terms, how disputes are resolved, and which law governs. The last two matter most if a client stops paying, because a US court judgment is not registered directly in Nigeria and usually needs a fresh action on the judgment there.
Why a template from the US is not enough
Standard freelance contracts written for US clients assume a US payer, US courts and dollar payments. A Lagos or Abuja client brings different realities: payments in naira, withholding tax deducted at source, approval chains that delay invoices, and enforcement in a different legal system. The clauses below fill those gaps. This is general information, not legal advice; for large engagements, have a lawyer in each country review the draft.
Scope and acceptance
- Describe deliverables by output, not effort: "a 12-screen app design in Figma", not "design support".
- Set the number of revision rounds included and the rate for more.
- Define acceptance: written sign-off, or deemed acceptance if the client raises no objection within, say, five business days.
- Name the person on the client side who can approve work and invoices. In many Nigerian firms that is not the person you deal with daily.
Currency, conversion and tax
Say which currency the fee is in and who carries the cost of moving it. A fee "of $5,000" paid in naira at a rate the client chooses is not the same as $5,000 received. Options to write in:
- Fee in USD, paid in USD to a named account, with transfer fees borne by the client.
- Fee in USD, payable in naira at a stated reference rate on the payment date, so neither side picks the rate.
- Fee in naira, if you are happy to carry the exchange risk, priced accordingly.
Nigerian companies may deduct withholding tax from fees paid to non-residents. PwC's Nigeria table (reviewed May 2026) shows 10% for non-resident individuals on consultancy and professional fees and 5% on other services. Decide whether your fee is gross (tax comes out of it) or net (the client grosses up), and require the client to give you the withholding tax receipt within a set time. Without that receipt, a US foreign tax credit is hard to support.
Deposits and late payment
A deposit before work starts is the single strongest protection against non-payment across borders. Common structures are 30 to 50% upfront with the balance on milestones; the figure is a commercial choice, not a rule. Then add:
- A payment term counted from invoice date, such as 14 days.
- A late-payment charge stated as a clear rate per month on overdue sums.
- A right to pause work, and to withhold source files or licences, until overdue invoices are paid.
- Ownership or licence of the work passing only on full payment.
Disputes and governing law
Choosing the law of a US state and US courts is comfortable, but think about where you would have to collect. A law firm guide on Mondaq (June 2026) notes that the Nigerian statute for registering foreign judgments has no order extending it to the United States, so a US judgment is generally enforced by suing on it as a debt in a Nigerian court, within a limitation period the guide puts at six years. The court then checks that the judgment is final, for a fixed sum, and that the US court had jurisdiction.
| Option | Upside | Downside |
|---|---|---|
| US state law and courts | Familiar to you; easy to file | Collecting in Nigeria needs a second case there |
| Nigerian law and courts | Judgment enforceable where the client's assets are | You need Nigerian counsel; slower from abroad |
| Arbitration with a named seat and rules | Neutral, private, can be virtual | Fees can outweigh small claims |
| Small claims in Lagos for small sums | Lagos Small Claims Court covers liquidated claims up to ₦5,000,000 | Needs a Lagos connection and someone to attend or file |
The Lagos small claims limit comes from the Lagos State Practice Direction on Small Claims Court 2023. For claims it covers, the contract can simply name Lagos courts as an option. Our guide to chasing a client who won't pay walks through each route.
Ownership, confidentiality and termination
Say who owns the work and when. A common pattern is that copyright or a licence passes to the client only on full payment, while you keep the right to show the work in your portfolio unless the client objects in writing. Add a confidentiality clause that runs both ways, and a termination clause: either side can end the contract on written notice, with work done up to that date paid at the agreed rate. These clauses cost nothing to include and settle many arguments before they start.
A short checklist before you sign
- Client's full registered name and RC number from CAC, not a trading name.
- A named approver for invoices and their email.
- Fee, currency, rate rule and gross or net of tax.
- Deposit, milestones, payment term and late charge.
- Dispute route and governing law.
- Both signatures, with dates, kept as a PDF.
Where Pryme fits
Clients in Nigeria can pay you in naira or dollars into one Pryme account, and invoicing on a Business Account keeps invoice numbers, amounts and dates together. A verifiable receipt from VerifyDoc.ai gives both sides a record that cannot be quietly altered. See deposits and milestones for structuring upfront payments.
Questions people ask
What should a freelance contract with a Nigerian client include?
Scope and acceptance, currency and conversion, withholding tax treatment, deposit and late-payment terms, dispute route and governing law.
Can I enforce a US court judgment against a Nigerian client?
Not by simple registration. Per a June 2026 Mondaq legal guide, a US judgment is generally enforced by a fresh action on it in a Nigerian court.
Should my contract say gross or net of Nigerian withholding tax?
State it either way and require the client to send the WHT receipt. Without it, a US foreign tax credit is hard to support.
What is the Lagos small claims limit?
Liquidated claims up to ₦5,000,000, excluding interest and costs, under the Lagos Small Claims Court Practice Direction 2023.
Sources
- PwC Worldwide Tax Summaries: Nigeria, withholding taxes (reviewed 29 May 2026) · accessed Oct 2026
- Mondaq: Enforcing UK and US judgments in the Nigerian Federal High Court (24 Jun 2026) · accessed Oct 2026
- Lagos State Practice Direction on Small Claims Court 2023 (copy dated 17 Dec 2025) · accessed Oct 2026
- IRS: Foreign tax credit, how to figure the credit (reviewed 9 Jul 2026) · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.