The Pre Partnership Agreement is a crucial preliminary document used in Nigerian business transactions when two or more parties are considering forming a business partnership but wish to formalize their intentions and negotiations before establishing a final partnership. This document serves multiple purposes: it protects parties during the negotiation phase, establishes clear parameters for due diligence, and outlines key commercial terms that will form the basis of the final partnership. Subject to Nigerian law, particularly the Partnership Act 1890 and CAMA 2020, this agreement typically includes provisions for confidentiality, exclusivity, and the proposed structure of the partnership. It's particularly valuable when significant due diligence is required, when parties need to secure financing or regulatory approvals, or when complex negotiations are anticipated before finalizing the partnership arrangement.
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1. Parties: Identification of all potential partners, including full legal names and addresses
2. Background: Context of the proposed partnership and the purpose of this pre-partnership agreement
3. Definitions: Key terms used throughout the agreement
4. Purpose and Scope: Outlined objectives of the proposed partnership and its intended business activities
5. Due Diligence: Framework for the exchange and review of business information between parties
6. Proposed Partnership Structure: Preliminary agreement on ownership percentages, capital contributions, and management structure
7. Timeline: Proposed schedule for partnership formation and key milestones
8. Confidentiality: Obligations regarding the protection of shared confidential information
9. Exclusivity: Agreement not to negotiate with other potential partners during the specified period
10. Costs and Expenses: How pre-partnership expenses will be handled and allocated
11. Term and Termination: Duration of the pre-partnership agreement and circumstances for early termination
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
13. Entire Agreement: Confirmation that this document represents the entire understanding between parties
1. Regulatory Approvals: Required when the proposed partnership needs specific regulatory clearances or licenses
2. Intellectual Property: Needed when IP rights are to be contributed to the partnership or shared during the pre-partnership phase
3. Employee Matters: Required when staff transfers or employment issues need to be addressed in the future partnership
4. Property and Assets: Necessary when specific assets or property will be transferred to the partnership
5. Non-Competition: Added when parties need to agree not to compete with the proposed partnership
6. Foreign Investment Provisions: Required when one or more partners are foreign entities
7. Break Fee: Optional clause specifying compensation if one party backs out without justified cause
1. Schedule 1 - Business Plan: Preliminary business plan and strategic objectives
2. Schedule 2 - Capital Contributions: Detailed breakdown of proposed capital contributions from each party
3. Schedule 3 - Due Diligence Requirements: List of documents and information required for due diligence
4. Schedule 4 - Timeline and Milestones: Detailed timeline for partnership formation process
5. Schedule 5 - Required Approvals: List of regulatory and third-party approvals needed
6. Appendix A - Draft Partnership Agreement Terms: Key terms to be included in the final partnership agreement
7. Appendix B - Assets Schedule: List of assets to be contributed by each party to the partnership
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