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1. Parties: Identification and details of all parties to the agreement
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Grant of Option: Clear statement of the exclusive option rights being granted
5. Option Period: Duration of the option and any extension provisions
6. Option Fee and Payment Terms: Details of consideration paid for the option rights
7. Exercise of Option: Procedure and requirements for exercising the option
8. Conditions Precedent: Any conditions that must be satisfied before the option can be exercised
9. Warranties and Representations: Standard warranties regarding capacity, authority, and subject matter
10. Confidentiality: Obligations regarding confidential information
11. Assignment and Transfer: Restrictions on transfer of option rights
12. Termination: Circumstances under which the agreement can be terminated
13. Notices: Process for giving formal notices under the agreement
14. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction
15. Boilerplate Provisions: Standard clauses including entire agreement, variation, and severability
1. Due Diligence Rights: Used when the option holder needs rights to conduct due diligence before exercise
2. Security Provisions: Required when security is provided for option obligations
3. Regulatory Compliance: Needed when the transaction requires specific regulatory approvals
4. Tax Provisions: Include when there are specific tax implications or arrangements
5. Foreign Exchange Provisions: Required when the agreement involves foreign currency or cross-border payments
6. Competition Compliance: Include when the exclusive nature requires competition law considerations
7. Third Party Rights: Needed when third party rights might be affected by the option
8. Force Majeure: Optional inclusion for handling unforeseen circumstances affecting option exercise
1. Schedule 1 - Description of Option Subject Matter: Detailed description of the asset, shares, or rights subject to the option
2. Schedule 2 - Form of Option Exercise Notice: Template notice for exercising the option
3. Schedule 3 - Completion Requirements: Detailed list of requirements for completion after option exercise
4. Schedule 4 - Form of Transfer Documents: Draft transfer documents to be executed upon exercise
5. Schedule 5 - Due Diligence Information: List of due diligence materials to be provided
6. Appendix A - Required Regulatory Approvals: List of necessary regulatory approvals and requirements
7. Appendix B - Payment Mechanics: Detailed payment procedures and bank account information
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