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1. Parties: Identification and details of all contributing partners and the partnership entity
2. Background: Context of the agreement, including partnership formation and purpose
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Nature and Value of Contributions: Detailed description of each partner's contributions (cash, property, services, etc.) and their agreed values
5. Timing and Method of Contribution: Schedule and process for making contributions, including any staged payments or transfers
6. Rights and Obligations: Partners' rights and obligations relating to their contributions
7. Representation and Warranties: Partners' confirmations regarding their contributions, including title, ownership, and authority to contribute
8. Valuation Mechanism: Process and principles for valuing non-monetary contributions
9. Default and Remedies: Consequences and remedies for failure to make agreed contributions
10. Partnership Interest: How contributions affect partnership interests and profit sharing
11. Tax Matters: Tax treatment of contributions and related responsibilities
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction details
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Intellectual Property Rights: Required when contributions include IP assets, detailing ownership and licensing arrangements
2. Foreign Investment Provisions: Required when any partner is foreign or contributions involve foreign currency
3. Security Arrangements: Required when contributions are secured against other assets
4. Regulatory Compliance: Required when contributions are subject to specific regulatory requirements
5. Due Diligence: Required when contributions involve complex assets requiring verification
6. Environmental Matters: Required when contributions include real estate or environmental liabilities
7. Employee Matters: Required when contributions include transfer of employees or service commitments
8. Condition Precedents: Required when contributions are subject to specific conditions being met
1. Schedule 1 - Contribution Details: Detailed breakdown of each partner's contributions including values and descriptions
2. Schedule 2 - Contribution Timeline: Detailed timeline for staged or phased contributions
3. Schedule 3 - Valuation Methods: Specific methodologies for valuing different types of contributions
4. Schedule 4 - Due Diligence Requirements: Checklist and requirements for contribution verification
5. Schedule 5 - Form of Transfer Documents: Templates for any required transfer documentation
6. Appendix A - Asset Register: Detailed inventory of physical assets being contributed
7. Appendix B - Required Consents: List of third-party consents required for contributions
8. Appendix C - Regulatory Approvals: List of required regulatory approvals and their status
Applicable Law
Business Day
CAMA
Capital Account
Capital Contribution
Completion
Completion Date
Condition Precedent
Confidential Information
Contributing Partner
Contribution
Contribution Value
Default Event
Effective Date
Encumbrance
Existing Partners
Fair Market Value
Financial Year
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Monetary Contribution
Non-Monetary Contribution
Notice
Partner
Partnership
Partnership Interest
Partnership Property
Partnership Agreement
Profit Sharing Ratio
Regulatory Approval
Related Party
Relevant Authority
Representatives
Security Interest
Services Contribution
Subscription Amount
Tax
Transfer
Valuation Date
Valuation Report
Working Capital
Definitions
Contribution Obligations
Payment Terms
Transfer of Assets
Valuation
Warranties and Representations
Condition Precedents
Completion
Partnership Interests
Capital Accounts
Partner Rights
Regulatory Compliance
Tax
Confidentiality
Non-Competition
Force Majeure
Default
Remedies
Indemnification
Assignment
Amendment
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Third Party Rights
Further Assurance
Costs
Counterparts
Professional Services
Real Estate
Manufacturing
Technology
Agriculture
Oil and Gas
Financial Services
Construction
Healthcare
Retail and Distribution
Mining
Transportation and Logistics
Consulting
Entertainment and Media
Legal
Finance
Corporate Secretariat
Compliance
Business Development
Risk Management
Operations
Tax
Partner Relations
Investment
Managing Partner
Legal Counsel
Chief Financial Officer
Business Development Manager
Partnership Manager
Investment Director
Corporate Secretary
Compliance Officer
Finance Manager
Tax Manager
Operations Director
Risk Manager
Company Director
General Counsel
Partner Relations Manager
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