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1. Parties: Identifies all partners, their addresses, and contact details
2. Background: Explains the context and purpose of the partnership formation
3. Definitions: Defines key terms used throughout the agreement
4. Partnership Formation: Establishes the creation of the partnership and its business purpose
5. Capital Contributions: Details the initial and any agreed future capital contributions from each partner
6. Partnership Interests: Specifies each partner's ownership percentage and voting rights
7. Profit and Loss Allocation: Defines how profits and losses will be distributed among partners
8. Management and Control: Outlines management structure and decision-making processes
9. Partner Rights and Obligations: Lists the rights and duties of all partners
10. Banking and Financial Matters: Specifies banking arrangements and financial management procedures
11. Books and Records: Details requirements for maintaining partnership records and accounts
12. Transfer Restrictions: Sets forth restrictions on transferring partnership interests
13. Withdrawal and Dissolution: Procedures for partner withdrawal and partnership dissolution
14. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and jurisdiction for disputes
15. Notices: Details how formal communications between partners should be made
16. General Provisions: Includes standard boilerplate clauses like severability and entire agreement
1. Additional Capital Calls: Include when partners may be required to make additional capital contributions
2. Intellectual Property Rights: Include when the partnership will develop or use significant IP
3. Non-Competition and Non-Solicitation: Include when partners should be restricted from competing activities
4. Death or Incapacity: Include specific provisions for succession planning
5. Foreign Investment Provisions: Include when foreign partners are involved
6. Tax Matters: Include detailed tax provisions for complex partnership structures
7. Dispute Resolution: Include specific arbitration or mediation procedures if desired
8. Employee Matters: Include when partnership will have employees
9. Environmental Compliance: Include for partnerships operating in environmentally sensitive sectors
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule B - Partnership Interests: Table showing ownership percentages and voting rights
3. Schedule C - Business Plan: Initial business plan and objectives of the partnership
4. Schedule D - Valuation Methodology: Agreed methods for valuing partnership interests
5. Schedule E - Partner Contact Details: Complete contact information for all partners
6. Appendix 1 - Partner Resolution Forms: Template forms for partnership resolutions
7. Appendix 2 - Banking Mandates: Banking and signature authorities
8. Appendix 3 - Compliance Procedures: Required compliance procedures under Nigerian law
Additional Capital Contribution
Applicable Law
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Effective Date
Encumbrance
Fair Market Value
Financial Year
Initial Capital Contribution
Initial Business Plan
Intellectual Property Rights
Management Committee
Managing Partner
Material Adverse Change
Net Profit
Net Loss
Partner
Partnership
Partnership Interest
Partnership Property
Percentage Interest
Permitted Transfer
Prohibited Person
Profits and Losses
Quarter
Related Party
Reserved Matters
Security Interest
Share
Tax
Territory
Transfer
Valuation Date
Withdrawal Notice
Capital Contributions
Additional Capital
Partnership Interests
Profit and Loss Distribution
Management Rights
Voting Rights
Decision Making
Partner Obligations
Financial Management
Bank Accounts
Accounting and Records
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Partner Admission
Partner Withdrawal
Death or Incapacity
Valuation
Default
Force Majeure
Termination
Dissolution
Asset Distribution
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Assignment
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Compliance with Laws
Anti-Money Laundering
Tax Compliance
Real Estate Development
Manufacturing
Agriculture
Oil and Gas
Technology
Professional Services
Construction
Retail and Distribution
Financial Services
Healthcare
Mining
Transportation and Logistics
Hospitality
Education
Legal
Finance
Corporate Development
Compliance
Risk Management
Tax
Business Development
Investment
Corporate Secretariat
Executive Leadership
Operations
Managing Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Business Development Manager
Investment Manager
Company Secretary
Finance Director
Commercial Director
Partnership Manager
Compliance Officer
Risk Manager
Corporate Lawyer
Business Owner
Investment Analyst
Tax Manager
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