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1. Parties: Identification and details of all parties to the agreement
2. Background: Context of the partnership and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Partnership Structure: Legal structure, nature, and scope of the partnership
5. Investment Terms: Details of investment amounts, timing, and conditions
6. Capital Contributions: Specifics of initial and subsequent capital contributions
7. Profit and Loss Sharing: Distribution of profits and allocation of losses
8. Management and Control: Partnership governance, decision-making processes, and voting rights
9. Rights and Obligations: Detailed responsibilities and rights of all partners
10. Financial Matters: Accounting, auditing, and financial reporting requirements
11. Transfer of Interests: Rules regarding transfer of partnership interests
12. Term and Termination: Duration of partnership and termination provisions
13. Confidentiality: Protection of confidential information
14. Dispute Resolution: Procedures for resolving disputes
15. General Provisions: Boilerplate clauses including notices, amendments, governing law
1. Foreign Investment Provisions: Special provisions for foreign investors, including repatriation of profits and compliance with NIPC regulations
2. Intellectual Property Rights: Provisions dealing with IP ownership and licensing if IP is part of the investment
3. Industry-Specific Compliance: Additional compliance requirements for regulated industries
4. Different Classes of Partners: Rights and obligations specific to different classes of partners if applicable
5. Tag-Along and Drag-Along Rights: Special exit rights for minority/majority partners
6. Non-Competition: Restrictions on competitive activities by partners
7. Force Majeure: Provisions for unforeseen circumstances affecting the partnership
8. Environmental Compliance: Environmental obligations if relevant to the business
1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's capital contributions
2. Schedule 2: Business Plan: Detailed business plan and investment strategy
3. Schedule 3: Profit Distribution Formula: Detailed calculations for profit sharing
4. Schedule 4: Management Structure: Organizational chart and management responsibilities
5. Schedule 5: Reserved Matters: List of decisions requiring special approval
6. Schedule 6: Valuation Methodology: Agreed methods for valuing partnership interests
7. Appendix A: KYC Documentation: Required identity and compliance documentation
8. Appendix B: Regulatory Approvals: Copies of relevant regulatory approvals and licenses
Applicable Law
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Distributable Profits
Effective Date
Encumbrance
Fair Market Value
Financial Year
General Partner
Initial Capital
Investment Committee
Investment Period
Limited Partner
Management Board
Management Fee
Material Adverse Change
Net Asset Value
Operating Expenses
Partnership
Partnership Interest
Partnership Property
Permitted Transfer
Profit Share
Quarter
Regulatory Approval
Reserved Matters
SICC
Subscription Amount
Tag-Along Rights
Drag-Along Rights
Transfer
Valuation Date
Nigerian Investment Laws
NIPC
CAC
Investment Security
Working Capital
Exit Event
Force Majeure Event
Key Person
Managing Partner
Partners' Meeting
Partnership Assets
Related Party
Securities Laws
Term
Territory
Voting Rights
Capital Contributions
Investment Terms
Profit Distribution
Loss Allocation
Management Rights
Voting Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Partnership Property
Decision Making
Reserved Matters
Financial Reporting
Audit Rights
Bank Accounts
Tax Matters
Regulatory Compliance
Foreign Investment
Currency Conversion
Anti-Money Laundering
Partner Meetings
Information Rights
Default Provisions
Force Majeure
Indemnification
Liability Limitation
Insurance
Term and Duration
Termination
Exit Rights
Valuation
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Amendment
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Further Assurance
Counterparts
Financial Services
Technology
Real Estate
Manufacturing
Agriculture
Oil and Gas
Renewable Energy
Healthcare
Education
Telecommunications
Mining
Infrastructure
Retail and Consumer Goods
Transportation and Logistics
Hospitality and Tourism
Legal
Finance
Investment
Compliance
Risk Management
Corporate Affairs
Business Development
Strategy
Operations
Treasury
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Chief Investment Officer
Investment Manager
Legal Counsel
Corporate Lawyer
Partnership Manager
Business Development Manager
Investment Analyst
Risk Manager
Compliance Officer
Managing Partner
Finance Director
Investment Director
Company Secretary
Portfolio Manager
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