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1. Parties: Identification of all parties to the LOI, including full legal names, registration details, and addresses
2. Background/Recitals: Context of the proposed joint venture, including brief description of each party's business and the purpose of the intended collaboration
3. Definitions: Key terms used throughout the LOI
4. Purpose and Scope: Detailed description of the proposed joint venture's business objectives, scope, and target market
5. Proposed Structure: Outline of the intended legal structure of the joint venture, including ownership percentages and basic governance framework
6. Key Commercial Terms: Principal commercial terms including initial capital contributions, resource commitments, and profit-sharing principles
7. Timeline: Proposed schedule for due diligence, negotiation of definitive agreements, and intended launch of the joint venture
8. Confidentiality: Binding provisions regarding the treatment of confidential information exchanged during negotiations
9. Exclusivity: Binding provisions regarding exclusive negotiations for a specified period
10. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions (typically confidentiality and exclusivity)
11. Governing Law: Specification that the LOI is governed by Nigerian law
12. Execution: Signature blocks and execution provisions
1. Break Fee: Optional provisions for compensation if either party withdraws from negotiations, used when significant costs are expected during the negotiation phase
2. Conditions Precedent: Key conditions that must be met before proceeding with the definitive agreement, included when specific regulatory approvals or third-party consents are anticipated
3. Costs and Expenses: Allocation of costs during the negotiation phase, included when significant pre-deal expenses are expected
4. Intellectual Property: Preliminary provisions regarding IP ownership and usage, included when IP is a crucial aspect of the joint venture
5. Due Diligence Process: Detailed framework for the due diligence process, included when complex due diligence is anticipated
6. Dispute Resolution: Specific dispute resolution mechanisms, included when parties want to specify mediation or arbitration processes even for the LOI phase
1. Initial Business Plan Overview: High-level summary of the proposed business plan and key objectives
2. Proposed Corporate Structure: Diagram or description of the intended corporate and ownership structure
3. Key Milestones: Detailed timeline of key dates and milestones for negotiation and implementation
4. Initial Capital Requirements: Preliminary breakdown of expected capital contributions and use of funds
5. Due Diligence Requirements: List of key documents and information required for due diligence
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