Three Way Partnership Agreement for Nigeria

Three Way Partnership Agreement Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes and regulates a partnership between three distinct parties. This document outlines the terms and conditions of collaboration, including capital contributions, profit-sharing arrangements, management responsibilities, and operational procedures. It complies with the Nigerian Partnership Act and CAMA 2020, providing a robust framework for multi-party business ventures while addressing specific requirements of Nigerian business law and local commercial practices. The agreement includes detailed provisions for decision-making processes, dispute resolution mechanisms, and exit strategies tailored to protect all parties' interests within the Nigerian legal context.

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What is a Three Way Partnership Agreement?

The Three Way Partnership Agreement serves as a crucial legal instrument for establishing complex business relationships in Nigeria, where multiple parties combine their resources, expertise, and capital for a common business venture. This document becomes essential when three distinct entities or individuals wish to formalize their collaboration while ensuring compliance with Nigerian partnership laws, particularly the Partnership Act and CAMA 2020. It is commonly used in scenarios involving local and international investors, or when diverse expertise is required for a business venture. The agreement comprehensively addresses capital contributions, profit sharing, management rights, decision-making processes, and dispute resolution mechanisms, while incorporating necessary provisions for Nigerian tax compliance and regulatory requirements. This type of agreement is particularly relevant in the current Nigerian business environment, where joint ventures and strategic partnerships are increasingly common in various sectors of the economy.

What sections should be included in a Three Way Partnership Agreement?

1. Parties: Identifies and provides full details of all three partners entering into the agreement

2. Background: Explains the context and purpose of forming the partnership

3. Definitions and Interpretation: Defines key terms used throughout the agreement and rules for interpretation

4. Partnership Formation: Establishes the creation of the partnership, its name, and commencement date

5. Business of the Partnership: Defines the scope and nature of the partnership's business activities

6. Capital Contributions: Details the initial and ongoing capital contributions from each partner

7. Profit and Loss Sharing: Specifies how profits and losses will be distributed among the three partners

8. Management and Decision Making: Outlines the management structure and decision-making processes

9. Partners' Rights and Obligations: Details the rights, duties, and responsibilities of each partner

10. Banking and Financial Matters: Specifies banking arrangements and financial management procedures

11. Accounting and Records: Sets out requirements for maintaining partnership accounts and records

12. Term and Termination: Specifies the duration of the partnership and conditions for termination

13. Dispute Resolution: Establishes procedures for resolving disputes between partners

14. Governing Law: Confirms Nigerian law as governing law and jurisdiction

15. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Three Way Partnership Agreement?

1. Non-Competition and Confidentiality: Restricts partners from competing with the partnership and protects confidential information

2. Intellectual Property Rights: Addresses ownership and use of intellectual property in the partnership

3. Insurance: Specifies required insurance coverage for the partnership

4. Assignment and Transfer of Interest: Details procedures for transferring partnership interests

5. Death or Incapacity of Partner: Procedures to follow in case of death or incapacity of any partner

6. Additional Capital Contributions: Procedures for requesting and making additional capital contributions

7. Foreign Investment Provisions: Special provisions if any partner is a foreign entity

8. Environmental Compliance: Required for partnerships operating in environmentally sensitive sectors

What schedules should be included in a Three Way Partnership Agreement?

1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's initial capital contributions

2. Schedule 2: Profit Sharing Ratios: Detailed formulas and mechanisms for profit/loss distribution

3. Schedule 3: Business Plan: Initial business plan and strategic objectives of the partnership

4. Schedule 4: Management Structure: Detailed organizational structure and management procedures

5. Schedule 5: Partner Information: Detailed information about each partner including contact details

6. Appendix A: Key Performance Indicators: Metrics for measuring partnership performance

7. Appendix B: Required Consents and Licenses: List of regulatory approvals and licenses required

8. Appendix C: Asset Register: List of partnership assets and their ownership status

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 | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology and Software

Manufacturing

Professional Services

Real Estate and Construction

Agriculture and Agribusiness

Oil and Gas

Renewable Energy

Healthcare and Pharmaceuticals

Retail and Distribution

Financial Services

Telecommunications

Mining and Natural Resources

Education and Training

Logistics and Transportation

Relevant Teams

Legal

Corporate Development

Finance

Business Development

Risk and Compliance

Operations

Strategy

Commercial

Investment

Corporate Governance

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Director

Legal Counsel

Corporate Lawyer

Partnership Manager

Investment Director

Chief Financial Officer

Operations Director

Risk Manager

Compliance Officer

Strategy Director

Joint Venture Manager

Commercial Director

Company Secretary

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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