Joint Venture Agreement - Template, Sample Form Pro · NG-law
✓ Valid in Nigeria · drafted to comply with local law
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JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (hereinafter referred to as "the Agreement") is made and entered into and takes effect on the ________ (the "Effective Date").
BETWEEN
________, an individual of the following address:
________ (holding means of identification number ________) ("the First Party");
AND
________, an individual of the following address:
________ (holding means of identification number ________) ("the Second Party").
(each party shall be referred to as a "Party" and collectively as the "Parties").
WHEREAS:
A. Each of the Parties desires to enter into an unincorporated joint venture which is particularly described below.
B. The Parties desire to create a written agreement containing the terms and conditions of their joint venture and to regulate their respective rights and obligations.
C. The Parties acknowledge that this Agreement is intended to create a contractual joint venture and not a partnership, agency, or incorporated entity save as may be expressly agreed pursuant to the Companies and Allied Matters Act 2020.
NOW IN CONSIDERATION of the mutual covenants, promises and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the Parties hereby agree as follows:
1. FORMATION OF THE JOINT VENTURE
1.1 Subject to the terms and conditions of this Agreement, the Parties hereby establish a joint venture under the following name: ________ (the "Joint Venture").
1.2 The principal place of business of the Joint Venture shall be as follows:
________
1.3 Nothing in this Agreement shall be construed as creating a partnership within the meaning of any applicable Partnership Law, nor as constituting any Party the agent of the other for any purpose, save as expressly provided herein.
2. PURPOSE OF THE JOINT VENTURE
The purpose of the Joint Venture shall be as follows (the "Purpose"):
________
3. INITIAL CAPITAL CONTRIBUTION
3.1 Each Party shall make the following capital contribution:
(a) ________: \u20a6________ (________);
(b) ________: \u20a6________ (________).
3.2 All capital contributions shall be paid in full into the Bank Account on or before ________.
4. ADDITIONAL CONTRIBUTIONS
The Parties may contribute such additional capital in money, property or services as may be agreed in writing by the Parties from time to time. No Party shall be obliged to make any additional contribution save with its prior written consent.
5. USE OF THE JOINT VENTURE FUNDS
5.1 The Joint Venture shall maintain a dedicated bank account with a bank duly licensed by the Central Bank of Nigeria (the "Bank Account").
5.2 The following Party(s) shall be responsible for opening and/or maintaining the Bank Account:
________
5.3 The Bank Account shall be used to deposit all capital and additional contributions made by the Parties under this Agreement and all revenues of the Joint Venture.
5.4 The funds of the Joint Venture shall be used solely in accordance with and for the furtherance of the Purpose, and no Party shall withdraw any portion of the funds without obtaining the express prior written consent of the other Party.
6. PROFIT AND LOSS DISTRIBUTION
6.1 The net profits or losses of the Joint Venture shall be distributed to the Parties in equal shares, unless otherwise agreed in writing.
6.2 The profits and losses shall be distributed at the following intervals: ________.
6.3 Each Party shall be solely responsible for the payment of all taxes lawfully due on its respective share of profits, in accordance with the applicable provisions of the Personal Income Tax Act and the Finance Acts.
7. DUTIES AND OBLIGATIONS OF THE PARTIES
For the effective organisation of the Joint Venture, the Parties shall have the following obligations:
7.1 ________:
________
7.2 ________:
________
7.3 In addition to the duties stated above, the Parties covenant:
(I) to comply with and fulfil their obligations under this Agreement;
(II) to act reasonably and in the utmost good faith towards each other;
(III) not to engage in any activity that will have a detrimental effect on the Joint Venture;
(IV) to act at all times in accordance with the Purpose of this Agreement; and
(V) to use sound commercial practices and expertise in conducting the business of the Joint Venture.
8. MANAGEMENT OF THE JOINT VENTURE
8.1 The following Party(s) shall oversee the management of the Joint Venture: ________ (the "Manager").
8.2 The duties and obligations of the Manager include but are not limited to:
(I) overseeing the day-to-day management of the Joint Venture;
(II) keeping or overseeing the keeping of accurate records of the Joint Venture;
(III) supervising the financial affairs of the Joint Venture; and
(IV) overseeing the preparation of annual reports, audits and any reports necessary for the Joint Venture.
8.3 The Manager shall be entitled to the following remuneration: \u20a6________ (________) per month.
9. APPOINTMENT AND REMOVAL OF THE MANAGER
9.1 Subject to the provisions of this Agreement, the procedure for the appointment of a Manager shall be as follows:
________
9.2 The Manager shall be removed if any of the following occurs:
________
9.3 The Manager shall be removed in the following manner:
________
10. MEETINGS AND DECISION MAKING
10.1 Subject to the provisions of this Agreement, all decisions of the Parties shall be by the unanimous consent of the Parties.
10.2 Each Party shall carry one (1) vote.
10.3 The quorum for a meeting of the Parties shall be two (2).
10.4 Meetings shall be convened at regular intervals upon reasonable written notice to all Parties specifying the agenda.
10.5 Any Party may call a special meeting to address matters requiring a vote upon reasonable written notice to the other Party.
10.6 All meetings shall be held at a reasonable time and location, and may be held by electronic or telephonic means where agreed.
11. ACCOUNTING RECORDS
The accounting records of the Joint Venture shall be kept in accordance with the International Financial Reporting Standards (IFRS) and the applicable provisions of the Financial Reporting Council of Nigeria Act. Each Party shall have the right to inspect the books and records upon reasonable notice.
12. TERM AND TERMINATION
12.1 The Joint Venture shall terminate on ________. The Joint Venture may be terminated on an earlier date if the Purpose for which it was established has been fulfilled or upon the written agreement of all Parties.
12.2 This clause shall not affect any accrued rights and liabilities of any Party under this Agreement, without prejudice to any rights and remedies any Party may be entitled to.
12.3 Upon termination, the Parties shall discharge all liabilities of the Joint Venture and thereafter divide the Joint Venture and all its remaining assets in equal shares, unless otherwise agreed in writing.
13. INSURANCE
The Parties shall obtain and maintain appropriate insurance for the Joint Venture from a reputable insurance company duly licensed under the Insurance Act.
14. CONFIDENTIALITY OBLIGATIONS
14.2 Confidential Information includes all information of whatever nature relating to the Purpose disclosed by a Party, including documents, techniques, practices, tools, specifications, inventions, patents, trademarks, software, drawings and programmes, but shall not include information which:
(I) is established by written records to be already known to the Receiving Party or to the public at the time of disclosure;
(II) enters the public domain through no fault of the Receiving Party;
(III) is given by the Disclosing Party to third parties without restriction;
(IV) is lawfully given to the Receiving Party by a third party having the legal right to disclose it; or
(V) is required by law, regulation or court order to be disclosed.
14.3 Trade Secret Information includes all formulas, patterns, designs, processes, methods or other information not known or easily ascertainable by the general public.
14.4 The Parties agree:
(I) to take reasonable measures to ensure the confidentiality of the proprietary information;
(II) not to disclose, in whole or in part, any information relating to the business of the Joint Venture;
(III) not to use the Confidential Information for any purpose other than the Purpose; and
(IV) not to disclose the Trade Secret or Confidential Information during and after termination for as long as it remains confidential.
14.5 To the extent that any personal data is processed in connection with the Joint Venture, each Party shall comply with the Nigeria Data Protection Act 2023 and any regulations and directives issued by the Nigeria Data Protection Commission.
15. INTELLECTUAL PROPERTY
16. NON-COMPETITION AND NON-SOLICITATION
16.1 The Parties agree not to directly or indirectly engage in any business which is in competition with the Joint Venture business.
16.2 Directly or indirectly engaging in a competitive business includes but is not limited to:
(I) engaging in the competitive business as an owner, partner or agent;
(II) becoming an employee, director, adviser or independent contractor of any third party engaged in business similar to that of the Joint Venture;
(III) soliciting or procuring business with any client or customer of the Joint Venture;
(IV) soliciting, hiring or attempting to hire any employee, contractor or service provider of the Joint Venture;
(V) soliciting or encouraging the solicitation of any customer or client of the Joint Venture.
16.3 This covenant shall apply to all the Parties during the period of the Joint Venture and for the following period after termination: ________, within the following geographical area:
________
16.4 The Parties agree that the restraints in this clause are reasonable and necessary to protect the legitimate interests of the Joint Venture, and that if any restraint is held to be unreasonable, it shall be enforced to the maximum extent permissible under Nigerian law.
17. EXCLUSIVITY PROVISIONS
No Party shall, during the period of the Joint Venture, engage or conduct any related business transaction connected with the Purpose with any party other than the other Party to this Agreement.
18. DISPUTE RESOLUTION
18.1 The Parties shall use their best endeavours to negotiate and amicably settle any dispute arising from or connected with this Agreement.
18.2 Any dispute which cannot be mutually resolved shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023.
18.3 The arbitral tribunal shall consist of ________ arbitrator(s) appointed by agreement of the Parties, and in default of agreement, by the appointing authority under the said Act.
18.4 The seat and venue of the arbitration shall be:
________
18.5 The language of the arbitration shall be English. The decision of the arbitral tribunal shall be final and binding on all the Parties and may be enforced by any court of competent jurisdiction.
19. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement are cumulative and shall not be construed as exclusive, save as otherwise provided by law.
20. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and supersedes any prior written or oral agreement or understanding between them relating to its subject matter.
21. VARIATION
This Agreement may only be amended or varied by an instrument in writing agreed and signed by both Parties.
22. ASSIGNMENT
No Party shall assign, transfer or delegate any of its rights, duties or obligations under this Agreement without the prior written consent of the other Party. Any purported assignment in violation of this clause shall be null and void.
23. NOTICES
23.1 All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by registered post, or transmitted by electronic mail to the address of the relevant Party stated in this Agreement, or to such other address as the Party may have designated by written notice.
23.2 A Party may change its address for the purpose of receiving notices by giving the other Party written notice of such change.
24. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
25. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
26. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which together shall constitute a single agreement between the Parties.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement the day and year first above written.
SIGNED by the within-named ________
_______________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by the within-named ________
_______________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
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