Partnership Agreement Template in Nigeria

PARTNERSHIP AGREEMENT

Document ID: [YYYYMMDD-PA-001] Effective Date: [Date, Month, Year] Version: 1.0 Governing Jurisdiction: Federal Republic of Nigeria

---

LEGAL DISCLAIMER

This document is a formal template drafted to align with the principles of the Companies and Allied Matters Act (CAMA) 2020 and relevant contract law precedents in the Federal Republic of Nigeria. This document constitutes legal information, not specific legal advice. Given the nuances of Nigerian commercial law, parties are strongly advised to retain licensed legal counsel to review the final instrument to ensure compliance with specific industry regulations (e.g., CAC registration requirements, tax obligations under the FIRS, and sector-specific licensing).

---

1. PARTIES

This Partnership Agreement (“Agreement”) is entered into on this [Date] day of [Month], [Year] by and between:

[Partner A Full Legal Name], with principal office located at [Full Address, City, State, Nigeria] (hereinafter referred to as "Partner A");

AND

[Partner B Full Legal Name], with principal office located at [Full Address, City, State, Nigeria] (hereinafter referred to as "Partner B").

(Partner A and Partner B are collectively referred to as the "Partners" and individually as a "Partner").

2. RECITALS

WHEREAS, the Partners desire to associate as a business partnership to [Briefly describe the business purpose, e.g., engage in real estate development, technology consulting, etc.];

WHEREAS, the Partners agree to contribute capital, skills, and labor in the proportions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Partners agree as follows:

3. SCOPE OF ENGAGEMENT

The Partners agree to conduct the business of [Business Name] (the "Partnership"). The Partnership shall operate exclusively in the business of [Scope of Activities]. No Partner shall engage in any business activity that conflicts with or competes with the objectives of the Partnership without the express written consent of the other Partner.

4. CAPITAL CONTRIBUTION & PROFIT SHARING

4.1 Capital Contribution: The Partners shall contribute the following initial capital to the Partnership:

• Partner A: [Amount in NGN/USD]
• Partner B: [Amount in NGN/USD]

4.2 Profit & Loss: All net profits and losses shall be shared between the Partners in proportion to their ownership interest, which is established as: Partner A ([X]%) and Partner B ([Y]%).

5. TERM & TERMINATION

5.1 Term: This Agreement shall commence on the Effective Date and continue until dissolved by mutual written agreement or by operation of law. 5.2 Termination for Cause: Either Partner may terminate this Agreement upon [30] days’ written notice if the other Partner commits a material breach, provided the breaching party fails to cure such breach within the notice period. 5.3 Dissolution: Upon dissolution, the assets of the Partnership shall be liquidated, all liabilities satisfied, and the remaining proceeds distributed to the Partners in proportion to their capital accounts.

6. INTELLECTUAL PROPERTY & WORK MADE FOR HIRE

All inventions, designs, processes, software, and proprietary information developed by either Partner during the term of this Agreement for the benefit of the Partnership shall be deemed "Work Made for Hire" and shall remain the exclusive property of the Partnership.

7. CONFIDENTIALITY

Each Partner acknowledges that they will have access to "Confidential Information" (including trade secrets, client lists, and financial data). Each Partner agrees to maintain the strict confidentiality of such information during the term of this Agreement and for a period of [3] years following termination.

8. LIMITATION OF LIABILITY & INDEMNIFICATION

8.1 Limitation: To the maximum extent permitted under Nigerian law, no Partner shall be liable to the other for any indirect, consequential, or punitive damages arising from the conduct of Partnership business. 8.2 Indemnification: Each Partner agrees to indemnify, defend, and hold harmless the other Partner from any claims, losses, or expenses resulting from their individual gross negligence or willful misconduct.

9. DISPUTE RESOLUTION

In the event of a dispute arising out of this Agreement, the Partners shall first attempt to resolve the matter through good-faith negotiation. If the dispute remains unresolved for [30] days, it shall be submitted to binding arbitration in [City, Nigeria] under the Arbitration and Mediation Act 2023, conducted by a sole arbitrator appointed by the parties.

10. GOVERNING LAW

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Federal Republic of Nigeria. The Partners submit to the exclusive jurisdiction of the Courts of the Federal Republic of Nigeria.

11. MISCELLANEOUS

11.1 Severability: If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force. 11.2 Entire Agreement: This document constitutes the entire agreement between the Partners and supersedes all prior discussions or understandings. 11.3 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.

---

12. EXECUTION & SIGNATURE BLOCKS

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

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

---

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization: Open this document in your preferred word processor. Use the "Find and Replace" function to locate all bracketed fields [...] and replace them with the specific details of your partnership.
2. Review: Ensure the "Capital Contribution" and "Profit Sharing" percentages sum to 100%.
3. Verification of Authority: Verify that the signatories hold the legal power to bind their respective companies (e.g., check Board Resolutions or Articles of Association).
4. Execution:
   • Print two original copies.
   • Ensure all pages are initialed by both parties at the bottom.
   • For digital execution, use platforms like DocuSign or Adobe Sign, ensuring the audit trail includes IP addresses and timestamps.
5. Registration: If this Partnership constitutes a business name under CAMA 2020, register the entity/agreement with the Corporate Affairs Commission (CAC) via the Companies Registration Portal (CRP) within 28 days of commencing business.
6. Retention: Retain the fully executed original in a secure, climate-controlled corporate minute book. Electronic copies should be stored in a redundant, encrypted cloud environment.