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1. Parties: Identification and details of all co-owners entering into the agreement
2. Background: Context of the agreement, including business purpose and relationship between parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Business Structure and Ownership: Legal structure of the business and ownership percentages of each party
5. Capital Contributions: Initial and ongoing capital contributions required from each co-owner
6. Management and Control: Decision-making processes, voting rights, and management structure
7. Profit and Loss Sharing: Distribution of profits and allocation of losses among co-owners
8. Duties and Responsibilities: Specific roles and obligations of each co-owner
9. Transfer of Ownership: Procedures for transferring ownership interests, including right of first refusal
10. Exit Provisions: Procedures for voluntary or involuntary exit of co-owners
11. Dispute Resolution: Procedures for resolving conflicts between co-owners
12. Confidentiality: Protection of business secrets and confidential information
13. Term and Termination: Duration of agreement and conditions for termination
14. Governing Law: Specification of Nigerian law as governing law and jurisdiction
1. Non-Compete Clause: Restrictions on co-owners competing with the business, used when intellectual property or trade secrets are significant
2. Intellectual Property Rights: Ownership and management of IP, used when the business involves significant IP assets
3. Insurance Requirements: Mandatory insurance coverage, used when business activities require specific insurance
4. Employee Management: Procedures for hiring and managing employees, used in businesses with staff
5. Foreign Investment Provisions: Specific provisions required when any co-owner is a foreign national or entity
6. Business Expansion: Procedures for opening new locations or expanding operations, used for scalable businesses
7. Digital Assets Management: Management of online presence and digital assets, used for businesses with significant digital operations
1. Schedule A - Initial Capital Contributions: Detailed breakdown of each owner's initial capital contributions, including valuations of non-cash contributions
2. Schedule B - Business Assets: Comprehensive list of business assets owned at the time of agreement
3. Schedule C - Ownership Structure: Detailed breakdown of ownership percentages and share classes if applicable
4. Schedule D - Management Responsibilities: Detailed outline of specific management duties assigned to each co-owner
5. Schedule E - Business Plan: Initial business plan and strategic objectives
6. Appendix 1 - Valuation Method: Agreed methodology for business valuation in case of ownership transfer or exit
7. Appendix 2 - Required Resolutions: Template resolutions for various business decisions requiring formal documentation
8. Appendix 3 - Dispute Resolution Procedures: Detailed procedures for mediation and arbitration
Business
Business Day
Business Hours
Business Plan
Board
Capital Account
Capital Contribution
CAMA
Company
Confidential Information
Co-Owner
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
Governing Law
Initial Capital Contribution
Intellectual Property Rights
Management Committee
Material Breach
Member
Naira
Ownership Interest
Parties
Profits and Losses
Related Party
Reserved Matters
Share
Share Transfer
Shareholders
Special Resolution
Tag-Along Rights
Territory
Third Party
Transfer
Valuation
Voting Rights
Working Capital
Business Purpose
Ownership Structure
Capital Contributions
Additional Capital Requirements
Management Rights
Voting Rights
Decision Making
Profit Distribution
Loss Allocation
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Business Operations
Financial Management
Banking Arrangements
Accounting Records
Audit Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Insurance
Representations and Warranties
Term and Termination
Events of Default
Buy-Sell Provisions
Death or Incapacity
Valuation
Dispute Resolution
Force Majeure
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Retail
Technology
Manufacturing
Professional Services
Real Estate
Agriculture
Healthcare
Education
Financial Services
Construction
Energy
Transportation
Hospitality
Media and Entertainment
Mining
Fast-Moving Consumer Goods
Legal
Corporate Affairs
Executive Leadership
Finance
Compliance
Corporate Governance
Business Development
Operations
Investment
Risk Management
Chief Executive Officer
Managing Director
Business Owner
Company Director
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Operations Director
Partnership Manager
Compliance Officer
Company Secretary
Investment Manager
Venture Capitalist
Corporate Governance Officer
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