Investment Cooperation Agreement Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes the framework for investment cooperation between two or more parties. This document outlines the terms and conditions of the investment relationship, including investment structure, governance mechanisms, financial arrangements, and regulatory compliance requirements specific to the Nigerian market. It incorporates provisions that align with the Nigerian Investment Promotion Commission Act and other relevant local legislation while addressing key aspects such as capital contribution, profit sharing, management rights, and dispute resolution procedures.

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What is a Investment Cooperation Agreement?

The Investment Cooperation Agreement serves as a crucial legal framework for structuring investments in Nigeria, Africa's largest economy. This document is typically used when parties seek to establish a formal investment relationship while ensuring compliance with Nigerian laws and regulations. It is particularly relevant for foreign investors entering the Nigerian market, local companies seeking investment partnerships, and various forms of joint ventures. The agreement encompasses essential elements such as investment terms, governance structures, regulatory compliance, and risk allocation, while addressing specific requirements under Nigerian investment laws. The document is designed to protect all parties' interests while facilitating smooth investment operations in accordance with local regulations such as the Nigerian Investment Promotion Commission Act, Companies and Allied Matters Act, and relevant sector-specific legislation.

What sections should be included in a Investment Cooperation Agreement?

1. Parties: Identification of the parties entering into the agreement, including their registered addresses and registration details

2. Background: Context of the investment cooperation, including the purpose and objectives of the collaboration

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

4. Investment Structure: Details of the investment amount, method, and structure of the cooperation

5. Rights and Obligations: Core responsibilities and rights of each party in the investment cooperation

6. Investment Timeline: Schedule of investment tranches and key milestones

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Corporate Governance: Management structure and decision-making processes

9. Financial Provisions: Financial arrangements, profit sharing, and distribution policies

10. Reporting and Information Rights: Requirements for financial and operational reporting

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law

14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

What sections are optional to include in a Investment Cooperation Agreement?

1. Anti-corruption and Compliance: Specific provisions for anti-corruption compliance, recommended for international investments

2. Environmental and Social Responsibility: Standards for environmental and social compliance, important for investments in sensitive sectors

3. Technology Transfer: Terms for any technology or knowledge transfer, relevant for technical cooperation investments

4. Local Content Requirements: Provisions addressing Nigerian local content requirements, essential for certain regulated sectors

5. Exit Rights: Detailed exit mechanisms including put/call options, tag-along/drag-along rights, relevant for equity investments

6. Competition and Non-compete: Restrictions on competitive activities, relevant when parties operate in similar markets

7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in volatile markets or long-term investments

8. Insurance: Requirements for insurance coverage, important for high-risk investments or regulated sectors

What schedules should be included in a Investment Cooperation Agreement?

1. Investment Schedule: Detailed breakdown of investment amounts, timing, and conditions precedent

2. Business Plan: Detailed business plan and financial projections

3. Key Performance Indicators: Specific metrics for measuring investment performance

4. Corporate Structure Chart: Diagram showing the corporate structure and ownership

5. Required Governmental Approvals: List of necessary regulatory approvals and licenses

6. Initial Officers and Directors: List of initial management team and board members

7. Technical Specifications: Technical details of any equipment, technology, or processes involved

8. Form of Shareholders Agreement: Template or final form of any related shareholders agreement

9. Completion Deliverables: List of documents and actions required at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Nigeria

Publisher

Genie AI

Cost

Free to use

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