What Nigerian Professionals Should Know About US Employment Contracts

This guide is written for developers, designers, writers, support agents, analysts and other Nigeria-based professionals who have an offer from a US company in front of them. It explains what each common clause means, which parts of US law apply to you and which don't, what the W-8BEN form is, and which terms are worth negotiating. It also gives a checklist you can use before signing.

This is general information, not legal advice. For a large or long contract, a short review by a Nigerian lawyer who handles commercial contracts is money well spent.

Quick answer

Most Nigerians working remotely for US companies sign independent contractor agreements, not US employment contracts. Before signing, check five things: how either side can end the contract and with how much notice, who owns your work and your pre-existing tools, how long confidentiality lasts, whether a non-compete limits your other clients, and which US state's law and courts (or which arbitration body) will handle disputes. You will usually also fill in IRS Form W-8BEN.

Employee, contractor or EOR: which contract are you signing?

The first question is who you're signing with, because the answer decides which rules apply.

There are three common set-ups for a Nigeria-based worker at a US company:

The first set-up is by far the most common. A US company with no Nigerian entity can't easily put you on its US payroll, so it pays you as a contractor or uses an EOR. We explain the trade-offs (job security, pension, tax, benefits) in our guide to contractor or employee status when a foreign company hires you, so we won't repeat them here.

Check the job title in the document too. Some contracts are titled "Employment Agreement" but describe you as an independent contractor in the body. Others say "Consulting Agreement" but set your hours, give you a company laptop and require you to attend daily stand-ups. The label matters less than what the clauses actually say, so read them carefully.

If you aren't sure whether a US company can hire you from Nigeria at all, start with our planned explainer on whether a Nigerian can work remotely for a company in the US.

At-will employment: what it means when you live in Nigeria

At-will employment is the default rule for most US employees: either the employer or the employee can end the job at any time, for almost any lawful reason, without notice. Cornell Law School's Legal Information Institute describes it as employment with no set period, which either party can end at any time. Because it's the default, US contracts often don't state it, or mention it in a single line.

US states recognise exceptions. For example, an employer can't fire someone in breach of public policy (such as firing them for filing a workers' compensation claim). In some states, a handbook or established practice can create an implied contract, and some states, such as California, recognise a duty of good faith and fair dealing. These protections are written for US employees under US state law. As a contractor in Nigeria you probably can't rely on them.

What replaces at-will in a contractor agreement

The US at-will habit reaches you through the termination clause. Typical wording looks like this:

• "Either party may terminate this Agreement for any reason upon 14 days' written notice." This is termination for convenience, which is normal.
• "Company may terminate this Agreement immediately upon written notice." This is effectively at-will, and it isn't unusual.
• "Company may terminate immediately for material breach." Termination for cause is fair, but check how "material breach" is defined.

Nothing in Nigerian or US law forces a US company to give a Nigeria-based contractor notice that the contract doesn't promise. So the notice period you sign is, in practice, the only notice you get.

What to ask for

Ask for mutual notice, so the period is the same in both directions. Fourteen to thirty days is a reasonable request for a monthly retainer. Also ask for written confirmation that work done up to the termination date will be paid, including any part-month. A short planned guide on notice periods in remote contracts covers this in more detail.

Example (hypothetical): Chidinma, a product designer in Enugu, receives a US agreement that allows the company to end the contract "immediately". She replies: "I'm happy with the terms overall. Could we make termination mutual with 14 days' notice, and confirm that approved work up to the termination date is invoiced and paid?" Requests like this are routine and are often accepted.

Intellectual property: who owns what you build

Read this clause most carefully. It decides whether the company owns only the work it paid for, or everything you produce while the contract runs.

Why US companies insist on an IP assignment

Under the US Copyright Act, a "work made for hire" belongs to the employer from the moment it's created. The statutory definition in 17 U.S.C. § 101 has two parts:

1. Work prepared by an employee within the scope of employment.
2. Specially ordered or commissioned work in nine listed categories (such as a contribution to a collective work, part of an audiovisual work, a translation, a compilation, an instructional text or a test), but only where both parties expressly agree, in a written document they both sign, that it is a work made for hire.

Software code, most designs and many marketing assets don't fit neatly into those nine categories. So US lawyers write contractor agreements with two clauses side by side: one saying the work is "work made for hire", and a backup assignment clause in which you transfer your rights in the work to the company. Expect both. Neither is a sign of a bad employer. It's how US companies make sure they own what they pay for.

What a fair IP clause looks like

Protect your prior inventions

If you're a developer with your own starter kit, a writer with a library of templates, or a designer with a component system, list them in the "prior inventions" or "background IP" schedule before signing. Then grant the company a licence to use them inside your deliverables, not ownership of them. If the schedule is blank and the assignment is broad, you could later struggle to prove the tools were yours before the contract began.

Be especially careful with side projects. A clause that covers everything "conceived or developed during the term" could, read literally, reach the weekend app you build on your own laptop. Ask for it to be limited to work "made in the course of performing services for the Company or using Company resources or confidential information".

Confidentiality and NDAs

Almost every US contract includes a confidentiality section, and many companies also ask you to sign a separate non-disclosure agreement (NDA) before an interview task or on day one. An NDA is a contract in which you promise not to share or misuse the other side's confidential information.

Check these points:

• Definition. "Confidential Information" should exclude information that is already public, that you knew before, or that you received lawfully from someone else. Those three exclusions are standard.
• Duration. Two to five years after the contract ends is common for general business information. Trade secrets are often protected for as long as they remain secret. An unlimited term on everything is aggressive, but it's not unusual in US templates.
• Return or deletion. You'll usually have to delete company files when the contract ends. Use separate browser profiles and folders for each client so you can actually do this.
• Compelled disclosure. There should be an exception for disclosures required by law (for example a court order or a regulator), with notice to the company where allowed.

NDAs also matter in practical, Nigerian ways. Don't paste client code or customer data into personal AI tools unless the company permits it. Don't work on client systems from a shared cybercafé computer. And don't post screenshots of internal dashboards on X or LinkedIn to celebrate a launch. These are the confidentiality breaches that actually happen.

Non-compete, non-solicitation and exclusivity clauses

A non-compete stops you from working for competitors for a period after you leave. A non-solicitation clause stops you from poaching the company's clients or staff. An exclusivity clause stops you from taking other work while the contract is active.

Where US non-compete law stands, as of October 2026

You may have read that the US banned non-competes. It didn't, in the end. The Federal Trade Commission's own page says its Noncompete Rule is not in effect and is not enforceable. A federal court stopped enforcement in August 2024, the FTC moved to dismiss its appeal in September 2025, and a February 2026 Federal Register notice covered removing the rule to match the court decisions. Non-competes are therefore governed by state law, which varies a lot between states. Check the governing-law clause (covered below) to see which state's rules apply.

What this means for a Nigeria-based contractor

For contractors, the bigger day-to-day issue is usually exclusivity during the contract, not a non-compete afterwards. Many Nigerians combine two or three remote clients. If your contract says "Contractor shall not provide services to any other party during the Term", that rules out the arrangement entirely.

Reasonable positions to ask for:

• Exclusivity limited to direct competitors, named or clearly defined, not "any other party".
• A non-compete, if there is one, limited to 6 to 12 months and to direct competitors.
• Non-solicitation of clients and staff for 12 months, which is generally fair and worth accepting.
• An agreed number of hours or deliverables, so that other work is your business as long as you meet them.

A US company paying a contractor rate for part-time hours has a weak case for full exclusivity. If it wants your whole working week, that's a conversation about a full-time rate, or about EOR employment with benefits.

Governing law, courts and arbitration

Most US contracts end with a clause like: "This Agreement is governed by the laws of the State of Delaware. Any dispute shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware." Delaware, California and New York are common choices.

What this means in practice

This clause means that if the company refuses to pay a $3,000 invoice, the contract says your claim belongs in a US court under US state law. For most individual contractors in Lagos or Ibadan, hiring US lawyers for a claim that size isn't realistic. The clause rarely matters until there's a dispute, and then it matters a great deal.

Some contracts send disputes to arbitration instead of court. Arbitration is a private process in which an arbitrator decides the dispute and issues an award. Both Nigeria and the United States are parties to the 1958 New York Convention on recognising and enforcing foreign arbitral awards: Nigeria since 1970 and the US since 1970, according to UNCITRAL's status table. Both countries apply it to commercial disputes and to awards made in other Convention countries. That makes awards easier to enforce across borders than many court judgments. Arbitration fees can still be far higher than a small invoice, though.

Practical protections that work better than a lawsuit

Because suing is impractical, protect yourself through the payment terms instead:

• Invoice monthly or every two weeks, not quarterly, so the most you can lose is small.
• For fixed-price projects, ask for a deposit (often 30% to 50%) or milestone payments.
• Add a late-payment clause and the right to pause work if an invoice is more than 15 days overdue.
• Where you can, contract through a platform such as Upwork or Deel. Their own dispute processes are cheaper than any court.

A dedicated guide to payment terms in international remote contracts is planned. For choosing how the money actually reaches you, see how to receive dollar payments in Nigeria.

Pay, invoicing and tax forms

Currency and rate

Your rate should be stated in US dollars, with a clear unit (hourly, monthly or per project) and payment timing (for example "within 15 days of invoice"). Check who pays transfer fees. "Net of fees" and "gross" can mean different amounts in your account.

Example (hypothetical): a contract pays $2,000 a month. At WorkRemote's house rate of ₦1,362 to $1 (CBN NFEM weighted average, 23 October 2026), that's about ₦2,724,000 a month before fees and before Nigerian tax. A 1% fee taken on transfer reduces it by roughly $20 (about ₦27,000). Small percentages matter over a year.

Form W-8BEN

US payers usually ask non-US contractors to complete IRS Form W-8BEN, the certificate of foreign status for individuals. According to the IRS, you give it to the withholding agent or payer, not to the IRS, and you submit it when the payer asks, even if you aren't claiming a reduced rate. Platforms like Deel and Upwork collect it during onboarding.

Why it matters to you: the IRS says the source of personal service income is generally where the services are performed, regardless of where the contract was signed or where you're paid. Work done from Nigeria is generally treated as foreign-source income for US purposes, and the W-8BEN documents that you're a foreign person.

The picture changes if you do the work while physically in the US. The IRS notes that payers must generally withhold 30% on compensation paid to a nonresident alien for services performed in the United States, unless an exemption applies. If you plan to work during a US visit, ask the company and a tax adviser first.

US tax forms don't settle your Nigerian obligations. Income earned from Nigeria is taxable in Nigeria, and contractors handle their own filing. See our guide to tax for remote workers in Nigeria.

Other clauses US contracts commonly include

Indemnity and liability

An indemnity clause makes you cover the company's losses if, for example, your work infringes someone else's copyright. A one-sided indemnity with no cap could, on paper, expose you to losses far larger than your fees. Ask for liability to be capped at the fees paid under the contract (often the last 6 or 12 months) and limited to your own breach or negligence.

Equipment, security and monitoring

Contracts may require you to use a company laptop, install device-management or time-tracking software, use a VPN, or turn on two-factor authentication. That's normal. Check whether monitoring software is limited to work hours and work devices. If you have to use your own laptop, consider keeping a separate user account for that client.

Working hours and availability

Contractor agreements shouldn't, strictly, dictate fixed hours, but many require overlap with US hours. From 1 November 2026, US Eastern Time is 6 hours behind Lagos (5 hours behind in summer), and US Pacific is 9 hours behind (8 in summer). Two hours of overlap with a New York team in winter means being online from about 3pm to 5pm Lagos time at the earliest, and later if the team starts after 9am. Get the overlap written into the contract or the statement of work, so it can't quietly grow into a full US-hours day.

Power and internet obligations

Some contracts list uptime or response-time commitments ("respond to messages within one hour during business hours"). Accept them only if your setup can meet them: an inverter or solar backup for grid outages, and two internet sources, such as a fibre line plus a MiFi or phone hotspot. Missing commitments you signed for is a "material breach" that can justify immediate termination.

Red flags in a "US contract"

Most genuine US contracts are dull legal documents. Be wary when a supposed US contract includes any of the following:

• A requirement to pay for "onboarding", "equipment", "visa processing" or training before you start.
• A request for your BVN, bank login, card PIN or a copy of your passport before any interview or signed agreement.
• Pay that's far above the market for the role, with no interview or skills test.
• A company with no website, no LinkedIn presence, or an email address on a free domain (gmail.com, outlook.com) for a supposedly established US firm.
• A contract sent only as an image or a WhatsApp file, with pressure to sign within hours.
• Cheques or "reimbursements" you're asked to deposit and then forward part of.

If any of these apply, stop and read our guide on how to spot remote job scams in Nigeria.

A pre-signing checklist for US contracts

Use this list each time. Each item takes minutes, and any one of them can save you months of trouble.

1. Parties. Is the contracting company's legal name correct, and does it match the website and the offer email?
2. Status. Does the contract call you an employee or a contractor, and do the actual terms match that label?
3. Scope. Are deliverables, hours or overlap times described clearly, ideally in a separate statement of work?
4. Pay. Dollar amount, unit, invoice cycle, payment deadline, payment method and who pays fees.
5. Termination. Is it mutual, how much notice is required, and will you be paid for work done up to the end?
6. IP. Does the assignment cover only work for this client? Does it transfer on payment? Have you listed your prior tools?
7. Confidentiality. Are the standard exclusions included? How long does it last?
8. Restrictions. Is exclusivity limited to competitors? How long is any non-compete or non-solicit?
9. Liability. Is any indemnity capped and tied to your own fault?
10. Disputes. Which state's law applies? Courts or arbitration, and where?
11. Tax forms. Has the payer asked for a W-8BEN, and have you completed it accurately?
12. Copies. Do you have a countersigned PDF saved somewhere other than your work laptop?

For a general, non-US version of this list, see our planned guide on what to check in a remote work contract before signing.

Frequently asked questions

Do US employment laws protect me if I work from Nigeria as a contractor?

Generally, no. US employment protections such as minimum wage and the exceptions to at-will employment are designed for employees working in the US. As a Nigeria-based contractor, your main protection is what the contract itself says, which is why the termination and payment clauses deserve close attention.

Can a US company end my contract without notice?

Yes, if the contract allows it. Many US agreements permit immediate termination or termination on short notice. Ask for mutual notice of 14 to 30 days and written confirmation that work completed up to the termination date will be paid.

Should I sign an IP assignment clause?

Usually yes, because it's standard in US contracts and the company needs to own what it pays for. Make sure it covers only work created for that client, transfers rights on payment, and excludes the prior tools and templates you list in a schedule.

Is a US non-compete clause enforceable against me in Nigeria?

It depends on the clause, on the state law the contract chooses, and on whether anyone ever tries to enforce it. As of October 2026, the FTC's federal non-compete ban is not in effect, so state law applies. In practice, negotiate a narrow clause limited to direct competitors and a short period rather than relying on it being unenforceable.

What is a W-8BEN, and is it safe to fill in?

A W-8BEN is the IRS form a non-US individual gives to a US payer to certify foreign status. It's a normal request from genuine US companies and platforms. Give it to the payer, not to the IRS, and only after you've confirmed the company is real, because it contains personal details.

What does "governed by the laws of Delaware" mean for me?

It means any dispute about the contract will be decided under Delaware law, usually in Delaware courts unless the contract chooses arbitration. Because suing abroad is expensive, protect yourself with short invoice cycles, deposits and platform payments rather than relying on a lawsuit.

Can I work for other clients while on a US contract?

Yes, unless the contract has an exclusivity clause that forbids it. Read the "conflicts of interest" and "exclusivity" sections. If they ban "any other work", ask for the restriction to cover direct competitors only.

Should a lawyer review my US contract?

For a long-term retainer or a contract with heavy IP, indemnity or non-compete terms, yes. A Nigerian commercial lawyer can review a standard contractor agreement relatively quickly. For a small one-off project through a platform, the platform's standard terms and a careful read are usually enough.

Key takeaways

• Most Nigerians working for US companies sign independent contractor agreements, so the contract's wording, not US employment law, is their main protection.
• At-will habits show up as short or one-sided termination clauses. Ask for mutual notice and payment for work completed.
• US copyright law makes companies use work-for-hire and IP assignment clauses. Limit them to client work and list your prior tools.
• As of October 2026, the FTC non-compete rule is not in effect. Narrow any exclusivity or non-compete clause so you can keep other clients.
• Governing-law and arbitration clauses make disputes expensive, so protect yourself through short invoice cycles, deposits and platform payments.
• A W-8BEN is a normal request. Work done from Nigeria is generally foreign-source income for US purposes, but Nigerian tax still applies.

Next steps

If you're still looking for a US role, browse remote jobs open to applicants in Nigeria. Each listing shows the company, its website and where applicants may live, so you can check eligibility before applying. To get daily emails, run a search and use the "Get email updates" option to save it. Before you sign, read up on getting paid in dollars and compare contractor and EOR offers. If you'd like a person on our team to rewrite your CV and LinkedIn for US employers, see what our CV review includes.

Sources

• Employment-at-will doctrine, Legal Information Institute, Cornell Law School
• 17 U.S. Code § 101 Definitions, Legal Information Institute, Cornell Law School
• Noncompete Rule, US Federal Trade Commission
• Status: Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958), UNCITRAL
• About Form W-8 BEN, Internal Revenue Service
• Source of Income: Personal Service Income, Internal Revenue Service
• Pay for Personal Services Performed, Internal Revenue Service
• CBN exchange rates by currency, Central Bank of Nigeria