Background
Tdh seeks to engage a qualified and experienced Legal Consultant to provide legal advisory and compliance support in relation to its operations in Nigeria. The engagement aims to ensure that Tdh’s activities are conducted in full compliance with applicable laws and regulations of the Federal Republic of Nigeria, while proactively managing legal risks.
Objective of the Assignment
The objective of this consultancy is to provide timely, reliable, and professional legal advisory, documentation, and compliance support services to Tdh in line with Nigerian laws and applicable international legal standards relevant to Tdh’s mandate and operations.
Scope of Services
Under this framework, the Legal Consultant shall provide the following services:
General Legal Advisory and Due Diligence Services
- Provide general legal advice, verbally and/or in writing, on matters relating to Nigerian laws and regulations.
- Advise on contract law, contract review, and due diligence processes.
- Provide legal guidance on labour and employment law, associations law, and regulatory requirements.
- Advise on visa, immigration, customs NAFDAC, and importation regulations.
- Provide advisory support on international humanitarian law, foreigners and international protection law, temporary protection, and related legal frameworks.
- Advise on real estate law, commercial transactions, regulatory licensing, and compliance matters.
- Review legal documents and advise on permit requirements for project activities and other laws and regulations relevant to Tdh’s operations.
Operational Legal Advisory in Nigeria
- Provide legal advice in accordance with the laws and regulations of the Federal Republic of Nigeria on matters relating to Tdh’s operations within Nigeria.
Documentation Services
- Draft, review, and provide legal input on non-contentious legal documents, including but not limited to:
- Demand letters and termination letters
- Agreements and memoranda of understanding
- Vendor and supplier contracts
- Employment contracts
- Operational and service contracts
General Compliance Support
- Provide advisory support on regulatory compliance obligations applicable to the Tdh.
- Support Tdh in understanding and meeting statutory, regulatory, and reporting requirements.
Medical Liability Advisory
- Provide legal advice on matters relating to medical liability, professional responsibility, and risk exposure associated with health-related activities of Tdh.
Transactions, Tax, and Related Legal Issues
- Provide legal advisory services on transactions, tax law, and other related legal matters as they affect Tdh’s operations.
Corporate Affairs Commission (CAC) Advisory
- Provide legal advisory services on CAC laws and regulations, including corporate governance, filings, and compliance obligations.
Federal and State Government Advisory
- Provide legal advisory support on cooperation with Federal and State Ministries, Departments, and Agencies (MDAs).
- Provide advice and assistance on Nigerian Immigration Service (NIS) matters, including visas, CERPAC, and related immigration compliance.
- Provide advisory support on corporate compliance, annual statutory filings, and regulatory reporting requirements, including assistance in processing statutory and regulatory compliance obligations.
Dispute Resolution Advisory (Non Contentious)
- Provide legal advice and written legal opinions on disputes, potential disputes, or pre litigation matters.
- Advise on risk mitigation strategies and legal implications related to potential or ongoing disputes, excluding representation.
Services Explicitly Excluded from the Contract
The following services are expressly excluded from the scope of this framework and shall require separate engagement and fees where applicable:
- Drafting of documents and instruments for which remuneration is prescribed under the Legal Practitioners’ (Remuneration for Legal Documentation and Other Land Matters) Order 1991, including but not limited to land purchase and land sale agreements.
- Representation of Tdh before any government authority arising from investigations, regulatory queries, settlements, alleged breaches of law or regulation, or other purported infringements.
- Dispute resolution services involving litigation or contentious proceedings before any court of law, arbitration panel, or tribunal established by law or executive action, whether or not such matters arise from the services described in this ToR.
Deliverables
- Timely legal opinions and advisory notes (verbal and/or written).
- Reviewed and/or drafted legal documents within the agreed scope.
- Compliance guidance and advisory support as requested by Tdh.
Duration of the Assignment
The contract shall be for of nine months, with the possibility of renewal subject to satisfactory performance and mutual agreement of the parties.
Reporting and Communication
The Legal Consultant shall report to the designated focal persons of Tdh and maintain regular communication to ensure effective delivery of services.
Confidentiality
The Legal Consultant shall maintain strict confidentiality of all information, documents, and materials obtained in the course of providing services under this framework.
Governing Law
This Terms of Reference and any contract arising from it shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
Submission of Offers
Interested law firms or legal practitioners are invited to submit a formal proposal containing the following:
LAW FIRMS/Consultant Profile
- Description of the firm/consultant, areas of legal expertise, and years of practice.
- Evidence of valid registration with the Corporate Affairs Commission and NBA enrolment details.
- Submit valid Tax Clearance Certificate (TIN, if individual applicant)
- SCUML
Relevant Experience
- Demonstrated at least 5 years experience providing legal services to INGOs, NGOs, UN agencies, or similar organizations.
- At least three professional references.
Technical Proposal
- Understanding of the scope of services.
- Proposed approach to delivering services as listed in the ToR, including response timelines and communication modalities.
Financial Proposal
- Proposed per services cost.
- Confirmation of fees for documentation regulated under the Legal Practitioners’. (Remuneration for Legal Documentation and Other Land Matters) Order 1991 shall be charged separately and strictly in accordance with the provisions of the Order, where applicable.)
Evaluation and Selection Criteria
Proposals will be evaluated by a selection panel appointed by the Tdh. The evaluation will be conducted using a weighted scoring system as follows:
Technical Evaluation – 70%
- Relevant legal expertise and capacity (20%)
- Experience working with INGOs/NGOs or similar entities (20%)
- Quality and clarity of technical proposal and understanding of scope (15%)
- Proven track record and references (15%)
Only proposals meeting the minimum technical threshold (to be determined by the panel) will proceed to financial evaluation.
Financial Evaluation – 30%
- Competitiveness and reasonableness of the proposed fee (services listed under scope of service A-I)
- Clarity and transparency of cost structure
Tdh reserves the right to negotiate fees and scope prior to contract award and is not bound to accept the lowest financial offer.
Fee Framework and Legal Compliance
The fee shall cover advisory and non-contentious services expressly included within this ToR.
Fees for legal documentation or land-related instruments governed by the Legal Practitioners’ (Remuneration for Legal Documentation and Other Land Matters) Order 1991 shall not be included in the contract and shall be charged separately in accordance with the provisions of the said Order.
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