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1. Parties: Identifies and defines all co-owners entering into the agreement, including their full legal names, addresses, and any business registration details
2. Background: Outlines the context of the agreement, including the business purpose and intention to establish co-ownership
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Business Structure and Ownership: Details the legal structure of the business and each party's ownership percentage
5. Capital Contributions: Specifies initial and ongoing capital contributions from each co-owner
6. Management and Control: Outlines decision-making processes, voting rights, and day-to-day management responsibilities
7. Profit and Loss Distribution: Details how profits and losses will be shared among co-owners
8. Transfer of Ownership: Procedures for transferring ownership interests, including right of first refusal
9. Dispute Resolution: Processes for resolving disagreements between co-owners
10. Termination: Conditions and procedures for terminating the agreement or dissolving the business
11. Governing Law: Specifies that Nigerian law governs the agreement
12. Execution: Signature blocks and execution requirements
1. Non-Compete and Confidentiality: Restrictions on competing businesses and handling of confidential information - used when protecting intellectual property or trade secrets is crucial
2. Death or Incapacity: Procedures in case of death or incapacity of a co-owner - important for family businesses or when succession planning is needed
3. Insurance Requirements: Mandatory insurance coverage for the business and co-owners - relevant for high-risk businesses or significant assets
4. Intellectual Property Rights: Ownership and management of IP - essential when the business involves creative works, patents, or trademarks
5. Employment of Co-Owners: Terms for co-owners working in the business - relevant when owners take active operational roles
6. Foreign Investment Provisions: Compliance with NIPC regulations - required when any co-owner is a foreign national or entity
1. Schedule A - Capital Contributions: Detailed breakdown of each owner's initial and committed capital contributions
2. Schedule B - Asset Register: List of business assets and their ownership status
3. Schedule C - Business Plan: Initial business plan and strategic objectives
4. Schedule D - Management Structure: Detailed organizational structure and management responsibilities
5. Appendix 1 - Voting Procedures: Detailed procedures for various types of business decisions
6. Appendix 2 - Valuation Method: Agreed method for valuing business shares
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