Partnership Agreement Template Nigeria

PARTNERSHIP AGREEMENT

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

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LEGAL COMPLIANCE NOTICE

This document is a template drafted in accordance with general principles of the Companies and Allied Matters Act (CAMA) 2020 of the Federal Republic of Nigeria. This instrument is for informational and drafting purposes and does not constitute formal legal advice. Given the complexity of Nigerian commercial law, specifically regarding tax obligations, regulatory filings with the Corporate Affairs Commission (CAC), and sector-specific licensing, it is strongly advised that this document be reviewed by a Legal Practitioner enrolled at the Supreme Court of Nigeria prior to execution.

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1. PARTIES

This Partnership Agreement ("Agreement") is entered into as of the Effective Date by and between:

[Partner A Legal Name], a company incorporated under the laws of the Federal Republic of Nigeria, with its principal place of business at [Partner A Address] ("Partner A"); and

[Partner B Legal Name], a company incorporated under the laws of [Jurisdiction], with its principal place of business at [Partner B Address] ("Partner B").

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

2. RECITALS

WHEREAS, the Parties desire to form a strategic partnership to [Describe specific objective or project]; WHEREAS, the Parties intend to pool their resources, expertise, and capital to achieve the objectives outlined herein; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

3. SCOPE OF ENGAGEMENT

The Parties shall collaborate on the project known as "[Project Name]" (the "Project"). The specific duties, deliverables, and operational milestones shall be governed by the project scope document attached hereto as Exhibit A. Any deviation from the scope must be formalized through a written Change Order signed by both Parties.

4. CAPITAL CONTRIBUTION & PAYMENT TERMS

4.1 Contributions: Partner A shall contribute [Amount in USD/NGN] and Partner B shall contribute [Amount in USD/NGN] towards the initial capital requirements. 4.2 Invoicing: All undisputed invoices shall be paid within [Number] days of receipt. 4.3 Late Payment: Any payment not made by the due date shall accrue interest at a rate of [Percentage]% per annum, calculated daily, until paid in full. 4.4 Currency: Payments shall be made in [Currency] via electronic bank transfer to the account designated by the receiving Party.

5. TERM AND TERMINATION

5.1 Term: This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years, unless terminated earlier in accordance with this Clause. 5.2 Termination for Convenience: Either Party may terminate this Agreement by providing [Number] days’ written notice to the other Party. 5.3 Termination for Breach: Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach and fails to cure such breach within [Number] days of receiving written notice specifying the breach.

6. INTELLECTUAL PROPERTY (IP)

All intellectual property created, developed, or discovered by a Party in the course of the Project (the "Foreground IP") shall vest exclusively in the Party that creates it. To the extent that the Project requires the creation of joint IP, the Parties shall execute a separate Intellectual Property Assignment Agreement detailing ownership percentages and usage rights.

7. CONFIDENTIALITY

The Parties acknowledge that they may receive proprietary information ("Confidential Information"). Each Party agrees to keep all such information strictly confidential, to use it only for the purposes of this Agreement, and to disclose it only to employees or agents who have a "need to know" and are bound by confidentiality obligations no less restrictive than those contained herein. This obligation survives termination for a period of [Number] years.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) the execution of this Agreement does not conflict with any other agreement to which it is a party; and (c) it shall perform its obligations in compliance with all applicable Nigerian laws and regulations.

9. LIMITATION OF LIABILITY & INDEMNIFICATION

9.1 Limitation: Except for instances of gross negligence or willful misconduct, neither Party shall be liable for indirect, incidental, or consequential damages. The total aggregate liability of either Party shall not exceed the total fees paid under this Agreement. 9.2 Indemnification: Each Party agrees to indemnify, defend, and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party’s breach of this Agreement.

10. DISPUTE RESOLUTION

Any dispute, controversy, or claim arising out of or relating to this Agreement shall first be settled through good-faith negotiation. If the dispute remains unresolved after [Number] days, it shall be referred to and finally resolved by arbitration in [City, Nigeria] under the Arbitration and Mediation Act 2023. The number of arbitrators shall be one (1). The language of arbitration shall be English.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

12. MISCELLANEOUS

12.1 Severability: If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force and effect. 12.2 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original. 12.3 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions, agreements, or understandings.

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EXECUTION

FOR [PARTY A NAME]: Signature: _____________________________________ Printed Name: [Name] Title: [Role] Company: [Company Legal Name] Date: [Date]

FOR [PARTY B NAME]: Signature: _____________________________________ Printed Name: [Name] Title: [Role] Company: [Company Legal Name] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all bracketed [ ] text with actual data. Ensure addresses match those registered with the CAC.
2. Verification: Obtain a "Certified True Copy" of the CAC Form CAC 1.1 (or previous Form CAC 7) for both parties to verify that the individuals signing the agreement have the requisite board authorization to bind the company.
3. Digital Signature: Utilize an e-signature platform compliant with the Nigerian Evidence Act (e.g., DocuSign or Adobe Sign). Ensure the platform provides an Audit Trail certificate.
4. Stamp Duty: Under the Nigerian Stamp Duties Act, this agreement must be stamped at the Federal Inland Revenue Service (FIRS) office or via the e-Stamp portal within 30 days of execution to be admissible as evidence in Nigerian courts.
5. Record Retention: Maintain the executed original in a secure, fireproof repository and store a digital copy in an encrypted cloud service with restricted access.