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1. Parties: Identification of the proposed General Partner(s) and Limited Partner(s), including their full legal names and addresses
2. Background: Brief context of the proposed partnership arrangement and purpose of the term sheet
3. Definitions: Key terms used throughout the term sheet
4. Partnership Structure: Legal form of the partnership, jurisdiction, and proposed term
5. Capital Contributions: Proposed initial and subsequent capital contributions from each partner, timing, and form of contributions
6. Management Rights: Management structure, roles of General Partner(s), and any management participation rights of Limited Partners
7. Economic Terms: Profit sharing, loss allocation, distribution waterfall, and carried interest arrangements
8. Transfer Restrictions: Limitations on transfer of partnership interests and any required approvals
9. Exit Provisions: Proposed terms for partnership dissolution, withdrawal rights, and exit mechanisms
10. Expenses and Fees: Management fees, partnership expenses, and cost allocation
11. Confidentiality: Confidentiality obligations regarding the term sheet and partnership information
12. Non-Binding Nature: Statement clarifying which provisions are binding and non-binding
13. Governing Law: Specification of Nigerian law and relevant state jurisdiction
1. Key Performance Indicators: Specific performance metrics and targets, included when the partnership has defined business objectives
2. Industry-Specific Provisions: Special terms related to specific industry requirements or regulations
3. Co-Investment Rights: Terms for co-investment opportunities, included when partners may have rights to participate in future investments
4. Environmental and Social Responsibility: Included when the partnership has specific ESG commitments or requirements
5. Technology Rights: Intellectual property and technology arrangements, included for partnerships involving tech assets
6. Regulatory Approvals: Required when the partnership needs specific regulatory clearances
7. Local Content Requirements: Included when the partnership must comply with Nigerian local content laws
8. Foreign Exchange Provisions: Included when foreign partners or cross-border transactions are involved
1. Capital Commitments Schedule: Detailed breakdown of proposed capital commitments from each partner
2. Distribution Waterfall Example: Illustrative example of how distributions would work under different scenarios
3. Key Management Personnel: List of key management team members and their roles
4. Investment Guidelines: Proposed investment criteria and restrictions
5. Valuation Methodology: Outline of proposed methods for valuing partnership assets
Business Day
CAMA
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Clawback
Closing Date
Commitment Period
Confidential Information
Default
Defaulting Partner
Distribution
Effective Date
Excluded Investor
Exit
First Closing
Follow-on Investment
General Partner
GP Removal Event
Hurdle Rate
Investment Committee
Investment Guidelines
Investment Period
Key Person
Key Person Event
Limited Partner
Limited Partner Advisory Committee
Management Fee
Partnership
Partnership Agreement
Partnership Interest
Partnership Term
Permitted Transfer
Portfolio Company
Preferential Return
Principal Place of Business
Regulatory Authority
Related Party
Subsequent Closing
Transfer
Valuation Date
Winding-up Period
Capital Structure
Capital Contributions
Additional Capital Calls
Management Rights
Investment Strategy
Investment Restrictions
Profit Distribution
Loss Allocation
Carried Interest
Management Fees
Key Person Provisions
Transfer Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Limited Partner Advisory Committee
Reporting Requirements
Valuation
Default Provisions
Removal of General Partner
Confidentiality
Non-Competition
Non-Solicitation
Exclusivity
Due Diligence
Regulatory Compliance
Local Content Requirements
Foreign Exchange
Tax Matters
Environmental Compliance
Representations and Warranties
Indemnification
Term and Termination
Exit Mechanisms
Governing Law
Dispute Resolution
Notices
Expenses
Binding Effect
Private Equity
Venture Capital
Real Estate Development
Infrastructure
Oil and Gas
Agriculture
Manufacturing
Technology and Innovation
Healthcare
Financial Services
Renewable Energy
Mining and Natural Resources
Legal
Finance
Investment
Corporate Development
Tax
Compliance
Risk Management
Business Development
Corporate Secretary
Treasury
Chief Executive Officer
Chief Financial Officer
Investment Director
Managing Partner
Legal Counsel
Investment Manager
Fund Manager
Corporate Development Manager
Tax Director
Compliance Officer
Risk Manager
Business Development Director
Partnership Manager
Senior Investment Analyst
General Counsel
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