The Contractual Joint Venture agreement is a crucial document used in Nigerian business transactions when parties wish to collaborate without forming a separate legal entity. This type of agreement is particularly relevant in sectors subject to local content requirements or where regulatory approvals for new entity formation may be complex or time-consuming. The document typically includes detailed provisions on resource sharing, profit distribution, operational control, and risk allocation, while ensuring compliance with Nigerian laws and regulations. It's commonly used for specific projects or ventures where parties want to maintain their separate legal identities while pooling resources and expertise. The agreement must address both Nigerian regulatory requirements and international best practices, particularly when foreign investors are involved.

1. Parties: Identification and details of all parties entering into the joint venture

2. Background: Context of the joint venture and intentions of the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope and Objectives: Detailed description of the joint venture's purpose and intended activities

5. Duration: Term of the joint venture, including commencement date and conditions for extension

6. Contributions: Details of what each party will contribute (capital, assets, expertise, etc.)

7. Management and Control: Governance structure, decision-making processes, and management responsibilities

8. Financial Arrangements: Capital structure, funding obligations, and profit/loss sharing mechanisms

9. Operations: Day-to-day operational procedures and business conduct

10. Representations and Warranties: Standard representations and warranties from each party

11. Regulatory Compliance: Obligations to comply with Nigerian laws and regulations

12. Confidentiality: Protection of confidential information and trade secrets

13. Non-Competition: Restrictions on competitive activities

14. Intellectual Property: Ownership and usage rights of IP brought into or created during the venture

15. Force Majeure: Provisions for unforeseen circumstances preventing performance

16. Termination: Grounds and procedures for termination

17. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions

18. Governing Law: Specification of Nigerian law as governing law

19. General Provisions: Standard boilerplate clauses including notices, amendments, etc.