The Framework Cooperation Agreement is designed for situations where parties wish to establish a long-term collaborative relationship under Nigerian law without immediately committing to specific projects. It provides a master framework that defines the general principles, governance structure, and basic terms that will apply to future cooperation, while allowing flexibility for specific project agreements to be concluded later. This type of agreement is particularly useful in the Nigerian business context where relationships often develop gradually and parties need a structured yet flexible approach to collaboration. The document includes essential provisions required by Nigerian law, such as compliance with local regulations, dispute resolution mechanisms, and specific local content requirements where applicable. It serves as a foundation document that can be referenced by subsequent specific agreements, streamlining the contracting process while ensuring consistency in the parties' relationship.
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1. Parties: Identification of the contracting parties with full legal names and registered addresses
2. Background: Context of the agreement and brief description of each party's business and cooperation objectives
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the agreement
4. Scope of Cooperation: General framework and principles of cooperation between the parties
5. Duration and Term: Initial term of the agreement and renewal provisions
6. Governance Structure: Management of the cooperation, including steering committee formation and decision-making processes
7. Implementation Process: Procedures for initiating and executing specific projects or collaborations
8. Financial Arrangements: General principles for cost sharing and financial responsibilities
9. Confidentiality: Protection of confidential information exchanged during the cooperation
10. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP
11. Representations and Warranties: Basic assurances from each party regarding their capacity and authority
12. Compliance with Laws: Commitment to comply with Nigerian laws and regulations
13. Dispute Resolution: Process for resolving disputes, including arbitration provisions under Nigerian law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
15. Termination: Grounds and process for terminating the agreement and post-termination obligations
1. Anti-Corruption and FCPA Compliance: Required when dealing with international parties or if specific anti-corruption compliance is needed
2. Data Protection: Include when cooperation involves sharing of personal data or compliance with NDPR is required
3. Force Majeure: Detailed force majeure provisions for high-risk or long-term cooperation arrangements
4. Insurance: Include when cooperation involves significant operational risks or physical activities
5. Environmental Compliance: Necessary for cooperations involving environmental impacts or in regulated industries
6. Local Content Requirements: Include when cooperation involves sectors with Nigerian local content requirements
7. Currency and Exchange Rate: Important for international cooperation involving foreign currency transactions
8. Technology Transfer: Include when cooperation involves transfer of technology or technical knowledge
1. Schedule 1 - Contact Details: Key contact persons and their details for each party
2. Schedule 2 - Governance Procedures: Detailed procedures for steering committee meetings and decision-making
3. Schedule 3 - Form of Project Agreement: Template for specific project agreements to be entered into under the framework
4. Schedule 4 - Financial Framework: Detailed financial principles, including cost allocation methods and payment procedures
5. Schedule 5 - Technical Standards: Any specific technical or operational standards agreed between the parties
6. Appendix A - Initial Cooperation Areas: List of initial areas or projects identified for cooperation
7. Appendix B - Compliance Requirements: Detailed compliance requirements and procedures specific to the cooperation
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