Clauses should therefore be provided in Technology Agreement to ensure the employment, exposure and training of the appropriate and right caliber of Nigerian staff.
In all technology transfer agreement, NOTAP insists that due attention should be placed on the employment of Nigerians with relevant scientific and technological background to understudy the foreign experts with a view to taking over such responsibilities within the shortest possible time. It is therefore mandatory for overseas investors to submit a comprehensive Training Programme Management Succession Programme for Nigerians whilst processing their technology transfer agreements.
Consultancy Services
As a matter of deliberate policy, Government is of the view that consultancy services required to execute local projects should be obtained from Nigeria Consultancy firms. However, where the necessary expertise is not available, foreign consultancy firm may be invited to work together with a Nigerian consultancy firm in a subordinate capacity. Under current regulations, Consultancy Agreements should spell out the following details:
- Definite objectives of the contract;
- Detailed description of the scope of the work programme to be accomplished;
- The time table and targets;
- Time estimates for each task in the programme including training;
- A description of the project teams;
- A description of the management team;
- The fee estimates, usually based on man/hours;
- The billing procedure.
Technical Assistance
Payments for technical assistance would normally be covered through “know-how fees” which are themselves broadly determined as follows:
In situations when the subject matter of a contract covers technical know-how that can be assimilated by the recipient company over a short period of time; e.g. use of formulae, drawings, specifications, etc; payments on a continuous basis would not be accepted. Also not acceptable are limitations that may be imposed pertaining to their use except those pertaining to confidentiality.
As regards the use of non-patented know-how, NOTAP does not accept any restriction on the use of the said know-how after termination of the technology transfer contract:
For practical purposes, the evaluation of the amounts to be paid for technical assistance is the aggregate of the various sums of money that may be determined as adequate compensation for the following components of such assistance.
(a) Pre-Operational Phase
- Pre-investment studies.
- Technical assistance for the purchase of equipment.
- Design, fabrication, and supply of equipment and machinery.
- Technical assistance in the erection and installation of plant.
- Plant start up.
- Training of technical personnel in the above areas.
(b) Operational Phase
• Assistance in the purchase of equipment, spares, raw materials, etc.
• Quality control.
• Assistance in the operation of the plant including repair and maintenance, efficient production, etc.
• Technical improvements of processes and products.
• Technical services to clients.
• Training of technicians in licensor's or licensee's plants
Managerial Assistance
The kind and scope of these services would depend largely on the sophistication and size of the local enterprise. The expectation is that these services would be obtained over a specific period of time, covering the following matters amongst others:
- Planning and programming;
- Research and development activities;
- Inventory control and accounting;
- Financing and purchase;
- Promotion and marketing.
Managerial assistance services are evaluated having regard to the following:
a) A definition of the different kinds of services to be provided.
b) The provision of a training programme in the contract in order to ensure that the various functions of the enterprise can gradually be taken over by the licensee's staff.
c) Payments for these services are usually examined in relation to the economic benefits to the recipient company and the nation in general.
d) The responsibility and functions of the licensor must be well articulated in the contract.
