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The Contractual Joint Venture Agreement is a crucial legal instrument used in Nigerian business practice when two or more parties wish to collaborate on a specific project or business venture without creating a separate legal entity. This document type is particularly relevant in sectors requiring significant capital investment, technical expertise sharing, or local-international partnerships. It addresses key aspects such as profit sharing, operational control, risk allocation, and exit mechanisms while ensuring compliance with Nigerian legal requirements including the Companies and Allied Matters Act (CAMA) 2020 and sector-specific regulations. The agreement is especially valuable for projects requiring flexible structure, limited duration collaboration, or specific local content compliance, particularly in regulated industries such as oil and gas, manufacturing, and infrastructure development.

1. Parties: Identification of all joint venture parties and their registered details

2. Background: Context of the joint venture and parties' intentions

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Joint Venture Scope and Objectives: Detailed description of the joint venture's purpose and intended activities

5. Duration and Term: Period of the joint venture and renewal provisions

6. Capital Contributions: Details of initial and ongoing capital contributions from each party

7. Ownership and Profit Sharing: Specification of ownership percentages and profit distribution mechanism

8. Management and Control: Governance structure, decision-making processes, and voting rights

9. Operations and Business Plan: Operational framework and implementation of the business plan

10. Rights and Obligations of Parties: Detailed responsibilities and rights of each joint venture party

11. Financial Matters: Financial management, accounting practices, and reporting requirements

12. Confidentiality: Protection of confidential information and trade secrets

13. Non-Competition: Restrictions on competitive activities during and after the joint venture

14. Intellectual Property Rights: Ownership and usage of IP in the joint venture

15. Termination: Circumstances and procedures for termination

16. Dispute Resolution: Procedures for resolving disputes between parties

17. Governing Law: Specification of Nigerian law as governing law and jurisdiction

18. General Provisions: Standard boilerplate clauses including notices, amendments, etc.