The Temporary Partnership Agreement is a crucial legal instrument used in Nigeria when two or more parties wish to establish a time-limited business collaboration. This document is particularly valuable for project-specific ventures, seasonal businesses, or trial partnerships where parties want to assess compatibility before committing to a long-term arrangement. It must comply with Nigerian legislation, particularly the Partnership Act and CAMA 2020, and includes essential provisions for capital contributions, profit sharing, management structure, and partnership dissolution. The agreement is commonly used in situations requiring combined expertise, resources, or market access for a defined period, offering flexibility while maintaining legal protection for all parties involved.
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1. Parties: Identification and details of all partners entering the temporary partnership
2. Background: Context of the partnership formation and purpose of the temporary arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Duration: Specific timeframe of the partnership and conditions for extension if applicable
5. Purpose and Scope: Detailed description of partnership business activities and limitations
6. Capital Contributions: Details of initial and any subsequent capital contributions by partners
7. Profit and Loss Sharing: Formula and mechanics for distributing profits and losses
8. Management and Decision Making: Partnership management structure and decision-making processes
9. Banking and Financial Matters: Banking arrangements and financial management procedures
10. Partner Duties and Obligations: Specific responsibilities and commitments of each partner
11. Termination and Dissolution: Conditions and procedures for early termination or natural conclusion
12. Accounts and Records: Requirements for maintaining partnership financial records and accounts
13. Governing Law: Specification of Nigerian law as governing law and jurisdiction
14. Dispute Resolution: Procedures for resolving disputes between partners
1. Non-Competition: Restrictions on partners competing with partnership business during and after the term
2. Intellectual Property Rights: Management of IP created during the partnership, used when IP creation is expected
3. Insurance: Insurance requirements and obligations, relevant for high-risk activities
4. Assignment and Transfer: Rules for transferring partnership interests, if permitted
5. Force Majeure: Provisions for unforeseen circumstances affecting partnership operations
6. Confidentiality: Protection of partnership and partner confidential information
7. External Communications: Protocols for public announcements and partner communications
8. Additional Capital Calls: Procedures for requesting additional capital, if anticipated
1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule 2: Profit Sharing Ratios: Specific percentages and calculation methods for profit distribution
3. Schedule 3: Partner Contact Details: Complete contact information for all partners and authorized representatives
4. Schedule 4: Business Plan: Outline of partnership business objectives and operational strategy
5. Schedule 5: Assets Register: List of all assets contributed to or owned by the partnership
6. Appendix A: Partnership Procedures: Detailed operational procedures and protocols
7. Appendix B: Required Licenses: Copies or details of necessary business licenses and permits
Authors
Relevant legal definitions
Clauses
Relevant Industries
Construction
Real Estate Development
Information Technology
Professional Services
Manufacturing
Agriculture
Oil and Gas
Renewable Energy
Consulting
Event Management
Project Development
Trading and Distribution
Education and Training
Healthcare Services
Infrastructure Development
Relevant Teams
Legal
Business Development
Commercial
Operations
Finance
Risk and Compliance
Strategic Planning
Corporate Affairs
Project Management
Investment
Relevant Roles
Business Development Manager
Legal Counsel
Contract Manager
Project Manager
Managing Director
Chief Executive Officer
Operations Manager
Partnership Coordinator
Commercial Director
Chief Financial Officer
Risk Manager
Compliance Officer
Business Owner
Investment Manager
Strategic Planning Director
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