By Bernice Ofunore Asein, Esq. | Managing Partner, Cardinal Counsel | Founder, Fashion Law Institute Africa
There is a particular kind of optimism that characterises the early days of a modelling agency in Nigeria. The director has a vision. The models are talented. The international connections are being built, sometimes at significant personal cost. A contract is drafted, or more commonly, downloaded, adapted from something seen elsewhere, or pieced together from memory of agreements the director once signed as a model herself. It is signed. Everyone moves on. And for a while, this works.
Then something goes wrong. A model placed internationally after months of development terminates within weeks of arriving abroad. A client pays the model directly and the agency receives nothing. A booking is cancelled with no consequence to the model. A global brand uses the model’s image in a campaign the agency never formally approved, and the model neither notifies the agency nor remits the commission. The agency looks to its contract and finds, to its considerable surprise, that the document it trusted to protect it does not actually do what it assumed.
This is not a hypothetical. It is the reality that Cardinal Counsel encounters regularly when reviewing model contracts submitted by Nigerian modelling agencies seeking legal advice. In virtually every case, the gaps are not the result of bad faith. They are the result of contracts that were never properly drafted in the first place, that were copied from agreements designed for a different context, or that simply never addressed the commercial realities of how a Nigerian mother agency actually operates in an international market.
This article identifies the five most common and most consequential errors. It is written for agency directors, founders, and managers who believe their current contract is protecting them and who deserve to know, clearly and honestly, whether it actually is.
ONE. THE CONTRACT HAS NO SCOUTING FEE CLAUSE
This is, without question, the most expensive omission in the average Nigerian mother agency contract. And it is almost universally absent.
A mother agency invests in its models long before those models earn a single naira. The director travels to scout. She funds portfolio shoots, test shoots, and comp card production. She advances money for accommodation, flights, and maintenance during the development period. She spends months, sometimes years, building a model’s profile to the point where an international booking agency in Paris, Milan, or New York agrees to take that model on. And then, frequently, within weeks or months of the model arriving abroad, the international agency encourages the model to terminate the Nigerian mother agency agreement. The reason is straightforward: the international agency does not want to share its commission with the Nigerian counterpart. With the mother agent removed from the picture, the international agency collects in full.
The model, young and newly arrived in a foreign city, complies. The Nigerian agency, which funded the entire journey, receives nothing beyond whatever it managed to recover in advances before the model left.
The agency that built the career absorbs the full cost of the investment. The agency that harvested the career collects the full reward.
A properly drafted scouting fee clause addresses this directly. It provides that where a model terminates the mother agency agreement within a defined period following international placement, a fee calculated on the agency’s verified development costs becomes immediately payable, whether by the model or by the succeeding management. The clause does not punish the model for leaving. It compensates the agency for the investment that made the leaving possible in the first place.
For this clause to be enforceable under Nigerian law, it must be structured as a genuine pre-estimate of the agency’s loss, not as an arbitrary penalty. The fee should be tied to documented and receipted expenditure, expressed as a multiple of verified costs rather than a percentage of the model’s future earnings, and capped at a level that a court would regard as proportionate. A clause structured in this way will withstand scrutiny. A clause that simply says the model owes the agency a large sum for leaving will not.
If your contract does not contain a scouting fee clause, you have no contractual remedy when a model is placed internationally and then terminates. You may recover your advances, assuming you have an advance undertaking in place. You will recover nothing else.
TWO. THE COMPANY OBLIGATIONS CLAUSE IS EITHER ABSENT OR MEANINGLESS
A well-drafted contract imposes meaningful obligations on both parties. When the agency’s obligations section consists of a single sentence stating that the company will provide services as it deems appropriate, or when it is missing entirely, the contract is not balanced. More importantly, it is not enforceable in the way the agency intends.
This matters for a reason that agency directors often do not anticipate. If the agency’s obligations are vague or absent, the model’s legal position when seeking to terminate the agreement is considerably strengthened. A model who wishes to leave can argue that the agency has not performed its obligations, because the contract does not specify what those obligations are. A court hearing a dispute between an agency and a departing model will ask what the agency was required to do and whether it did it. If the contract is silent on this, the agency cannot demonstrate compliance with its own obligations, and the model’s claim of non-performance becomes very difficult to counter.
A properly drafted obligations clause specifies, with reasonable precision, what the agency commits to doing. It should address how the agency will represent and promote the model, how and when financial statements will be provided, what the agency will do when a booking opportunity arises, how personal data will be managed, and under what circumstances expenditure will be incurred on the model’s behalf. These are not bureaucratic requirements. They are the foundation of an enforceable contract that the agency can point to when a model challenges it.
The practical consequence of a vague or absent obligations clause extends beyond litigation. It also affects how models, their parents, and their advisors perceive the relationship from the outset. An agency that can articulate clearly what it commits to doing in writing projects professionalism and confidence. An agency whose contract is silent on this point invites suspicion and creates the conditions for exactly the kind of misunderstanding that ends relationships and generates disputes.
THREE. THE POST-TERMINATION COMMISSION IS EITHER ABSENT OR UNENFORCEABLE
The agency fee does not stop being earned the moment a contract ends. A model placed with a global fashion brand during the term of the agreement may continue to appear in campaigns, earn residuals, receive usage fee payments, and benefit from buyout provisions for years after the mother agency agreement has expired or been terminated. The question of whether the agency is entitled to its commission on those continuing payments is entirely a matter of what the contract says.
Most Nigerian mother agency contracts say nothing useful on this point. They either have no post-termination commission clause at all, in which case the agency’s right to a fee arguably ends with the contract, or they have a clause that purports to survive indefinitely without any anchor or limitation, which Nigerian courts are likely to treat as an unreasonable restraint and may strike entirely.
The agency fee does not stop being earned the moment a contract ends. The contract, however, determines whether the agency can collect it.
The correct approach is neither of these. The post-termination commission right should be expressly stated, anchored specifically to bookings, campaigns, and Commercial Activities contracted or introduced during the term of the agreement, and expressed to continue for as long as payments arising from those specific activities continue to be made. This is commercially unlimited in time but legally anchored to the agency’s actual contribution. It does not entitle the agency to a commission on entirely new work the model secures independently after termination, which would be an overreach. It does entitle the agency to its fee on the work it was responsible for creating.
This distinction is what separates an enforceable post-termination commission clause from one that a court will strike as oppressive. It is also the distinction that, in practice, means the difference between an agency recovering years of residual income it legitimately earned and an agency discovering that its contract entitled it to nothing after the model walked out the door.
FOUR. THERE IS NO PROVISION FOR DIGITAL RIGHTS, AI-GENERATED CONTENT, OR THE MODEL’S DIGITAL LIKENESS
This is the gap that most agency directors do not yet know they have, but which has the potential to become the most damaging of all within the next few years.
Artificial intelligence is transforming the commercial use of model imagery at a pace that most contracts, including those drafted by experienced legal practitioners in more developed markets, have not yet caught up with. It is already possible for a client to take a set of approved campaign photographs and use them to generate an AI-trained model of the subject’s face and body, which can then be used to produce unlimited additional content without any further involvement by, payment to, or consent from the model or the agency. Digital replicas, deepfakes, and AI-generated avatars built from a model’s likeness are not science fiction. They are current, commercially available technologies being used by fashion and advertising clients today.
The Nigerian Copyright Act 2022 provides a framework for performers’ rights that is relevant here, but it does not specifically address AI-generated content, digital replicas, or the commercial exploitation of a model’s digital likeness. In the absence of specific statutory protection, the contract is the only instrument through which a model and the representing agency can assert control over how a model’s likeness is used in AI-generated contexts. If the contract is silent on this, that control does not exist.
What a properly drafted digital rights clause should do is straightforward in principle, even if the technology underlying it is complex. It should define what AI-Generated Content means in the context of the agreement. It should require express, per-instance written consent from the model before any AI-generated content replicating the model’s likeness is created or licensed to any client. It should specify what information must be included in any such consent, including the purpose, the platform, the duration, and the agreed compensation. And it should make clear that breach of this provision entitles the model to terminate the agreement and to claim damages, thereby creating a meaningful incentive for the agency to take the obligation seriously when dealing with clients who may prefer to exploit digital likeness rights without triggering the consent requirement.
If your contract was drafted before 2023 and has never been updated, it almost certainly contains no provision of this kind. Given the pace at which AI-generated content is moving from edge case to industry standard in the fashion and advertising sectors, this gap should be treated as urgent.
FIVE. THE CONTRACT DOES NOT COMPLY WITH THE NIGERIA DATA PROTECTION ACT 2023
A modelling agency is, among other things, a data processing operation. It collects a model’s full name, date of birth, nationality, residential address, passport details, bank account information, physical measurements, health information, and photographic images. It processes this data when submitting models for casting calls, when sharing portfolios with international booking agencies, when handling visa applications, and when managing model welfare concerns. Under the Nigeria Data Protection Act 2023, every organisation that collects and processes personal data in this way is a data controller, with specific and enforceable obligations under Nigerian law.
The consequences of non-compliance are not merely theoretical. The Nigeria Data Protection Commission has powers of investigation, enforcement, and sanction under the NDPA 2023. An agency that cannot demonstrate a lawful basis for processing the personal data of its models, that has not obtained meaningful and informed consent, that has no data protection policy, that transfers personal data to international booking agencies without adequate safeguards, or that has no mechanism to respond to a model’s request to access or delete their data, is exposed to regulatory enforcement action.
Beyond regulatory risk, there is a practical risk that agency directors rarely consider. If a model, at the point of a dispute, asserts that the agency has been processing their personal data unlawfully, this becomes a material argument in any mediation or court proceeding. It introduces a regulatory compliance failure into a commercial dispute, and it shifts the narrative from the agency enforcing its contractual rights to the agency defending its conduct as a data processor.
An agency that collects passport details, bank information, and health data without a lawful basis is not merely non-compliant. It is exposed.
A properly drafted model contract should contain an express data protection and consent clause that identifies the lawful basis for processing, specifies the categories of data collected and the purposes for which they will be used, addresses the transfer of data to third parties including international booking agencies, sets out the model’s rights as a data subject, and commits the agency to implementing appropriate technical and organisational measures to protect the data it holds. The model’s consent to data processing should be obtained separately, at the point of signing, and should be capable of being withdrawn. The clause should reference the NDPA 2023 by name.
If your contract predates May 2023 when the NDPA came into force, it contains no reference to this legislation and is non-compliant on its face. If your contract was drafted after May 2023 but by someone who was not familiar with the Act, it may reference data protection in general terms without engaging with the specific obligations the Act imposes. Neither position is adequate.
WHAT THIS MEANS FOR YOUR AGENCY
The Nigerian modelling industry is maturing. International booking agencies are taking Nigerian models seriously. Clients are investing in Nigerian talent. The commercial stakes are higher than they have ever been, and the legal infrastructure that supports the industry needs to mature at the same pace.
A model contract that was adequate two years ago, when the agency was smaller, the placements were domestic, and the commercial sums involved were modest, may be materially inadequate today. It may be failing to protect the agency’s investment in model development. It may be leaving commission income on the table after termination. It may be exposing the agency to regulatory liability under the NDPA 2023. It may be completely silent on the most significant emerging risk in the industry, which is the unlicensed exploitation of model likeness through artificial intelligence.
None of these gaps are inevitable. They are all addressable through competent, specialist legal drafting that understands the modelling industry, understands Nigerian law, and understands the practical realities of how a mother agency operates in an international market. A contract that does all of these things is not a bureaucratic exercise. It is a commercial asset that protects the agency’s revenue, deters the conduct it cannot afford to absorb, and creates a professional foundation that models, parents, and international partners take seriously.
The question is not whether your contract needs to be reviewed. On the evidence of the contracts this firm reviews regularly, the answer to that question is almost certainly yes. The question is when, and whether you will review it before or after the moment arrives when its inadequacy costs you something significant.
About the Author
Bernice Ofunre Asein, Esq. is the Managing Partner of Cardinal Counsel (Barristers and Solicitors), a boutique commercial law firm specialising in fashion law, intellectual property, and creative economy transactions. She is the Founder and Executive Director of the Fashion Law Institute Africa and the author of Fashion Law in Africa (FLIAfrica Imprint, 2025), the first fashion law text published on the African continent. Cardinal Counsel advises modelling agencies, fashion brands, designers, and creative industry businesses on contract drafting, intellectual property protection, regulatory compliance, and dispute resolution.
For a review of your model contract or agency agreement, contact Cardinal Counsel at info@cardinalcounsel.co.
Cardinal Counsel (Barristers & Solicitors) | Suite D14, Adeniran Ogunsanya Mall, Surulere, Lagos | info@cardinalcounsel.co