Partnership Agreement Sample in Nigeria

PARTNERSHIP AGREEMENT

Document ID: PART-NGA-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: Federal Republic of Nigeria

---

LEGAL COMPLIANCE NOTICE

This document is a template drafted in accordance with the Companies and Allied Matters Act (CAMA) 2020 and general principles of Nigerian contract law. This instrument does not constitute legal advice. As partnership structures in Nigeria (whether registered as a Business Name or a Limited Liability Partnership) have specific statutory filing requirements with the Corporate Affairs Commission (CAC), parties are advised to consult with a qualified legal practitioner to ensure specific regulatory compliance tailored to the nature of their business operations.

---

1. PARTIES AND RECITALS

This Partnership Agreement (the "Agreement") is entered into this [Effective Date] by and between:

[Partner A Full Legal Name], with principal address at [Partner A Principal Address] (hereinafter referred to as "Partner A"); and

[Partner B Full Legal Name], with principal address at [Partner B Principal Address] (hereinafter referred to as "Partner B").

RECITALS: WHEREAS, the Parties desire to associate as partners for the purpose of [Detailed Purpose of Partnership]; WHEREAS, the Parties intend to conduct this business under the name of [Partnership Trade Name] (the "Partnership"); NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

2. SCOPE OF SERVICES AND PARTNERSHIP OBJECTIVES

The Partnership shall engage in the business of [Detailed Description of Business Activity]. The Parties shall devote such time and attention to the business of the Partnership as is reasonably necessary for the advancement of the Partnership’s objectives. No partner shall engage in any business activity that competes directly or indirectly with the Partnership without the express written consent of the other Partner.

3. CAPITAL CONTRIBUTIONS AND COMPENSATION

3.1 Initial Capital: Each Partner shall contribute an initial capital sum of [Amount in USD or NGN] to the Partnership bank account on or before [Date]. 3.2 Profit and Loss Sharing: Net profits and losses of the Partnership shall be distributed between the Parties in the following ratio: Partner A: [Percentage]%; Partner B: [Percentage]%. 3.3 Payments: All payments due under this Agreement shall be made via electronic transfer to the Partnership’s designated corporate bank account. Late payments shall accrue interest at the rate of [Percentage]% per annum, compounded monthly.

4. TERM AND TERMINATION

4.1 Term: This Agreement shall commence on the Effective Date and continue for a period of [Number] years, unless terminated earlier in accordance with this Section. 4.2 Termination for Convenience: Either party may terminate this Agreement by providing [Number] days’ written notice to the other party. 4.3 Termination for Breach: Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach of this Agreement and fails to cure such breach within [Number] days of receiving written notice specifying the breach.

5. INTELLECTUAL PROPERTY

All inventions, designs, processes, and trade secrets (collectively, "Intellectual Property") developed by any Partner during the term of this Agreement and related to the Partnership’s business shall be the exclusive property of the Partnership. To the extent permitted by law, all such works are deemed "Work Made for Hire."

6. CONFIDENTIALITY

The Parties acknowledge that in the course of the Partnership, they may have access to confidential information. Each party agrees to hold all such information in strict confidence and shall not disclose or use such information for any purpose outside the scope of this Agreement, except as required by law or judicial process. This obligation survives the termination of this Agreement for a period of [Number] years.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full right, power, and authority to enter into this Agreement; (b) the execution of this Agreement does not conflict with any other legal obligation; and (c) it is not subject to any litigation or administrative proceeding that would hinder the performance of its duties under this Agreement.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Limitation: To the maximum extent permitted by Nigerian law, the total liability of either party arising out of this Agreement shall be limited to the amount of capital contributed by the defaulting party. 8.2 Indemnification: Each party agrees to indemnify and hold harmless the other party from any claims, losses, or damages arising out of the indemnifying party’s gross negligence or willful misconduct.

9. DISPUTE RESOLUTION AND GOVERNING LAW

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. 9.2 Arbitration: Any dispute arising out of this Agreement shall be settled by binding arbitration in [City, Nigeria], conducted in accordance with the Arbitration and Mediation Act 2023. The decision of the arbitrator shall be final and binding.

10. MISCELLANEOUS

10.1 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable. 10.2 Entire Agreement: This document constitutes the entire agreement between the Parties and supersedes all prior understandings. 10.3 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.

---

11. EXECUTION AND SIGNATURE BLOCKS

FOR [PARTNER A LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Partner A Legal Name] Date: [Date]

FOR [PARTNER B LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Partner B Legal Name] Date: [Date]

---

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Use a word processor to fill in all bracketed information. Ensure the "Purpose of Partnership" is drafted broadly enough to cover future business expansion but specific enough to be enforceable under Nigerian law.
2. Verification: Verify the signatory authority by checking the internal Corporate Resolution or Power of Attorney of the entities involved.
3. Digital Execution: Use a platform such as DocuSign or Adobe Sign. Ensure the audit trail (IP address, time-stamp, and email verification) is saved as part of the legal record.
4. Regulatory Filing: If you intend to operate as a formal business entity, you must present this agreement to the Corporate Affairs Commission (CAC) in Nigeria to register the partnership (either as a Business Name or an LLP) within the statutory timeframes required by CAMA 2020.
5. Retention: Maintain both the digital original and at least one physical, wet-ink notarized copy in your secure corporate record vault for a minimum of 7 years post-termination.