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The Management Agreement Between Two Companies is a crucial document used when one company seeks to engage another for professional management services in Nigeria. This agreement is particularly relevant in situations involving business expansion, operational optimization, or when specialized management expertise is required. It typically covers comprehensive management services, including strategic planning, operational oversight, financial management, and administrative support. The document must comply with Nigerian legislation, including the Companies and Allied Matters Act (CAMA) 2020, labor laws, and tax regulations. It's commonly used in various scenarios such as parent-subsidiary relationships, joint ventures, or when professional management firms are engaged to operate specific business units or facilities. The agreement provides a clear framework for the management relationship, establishing responsibilities, performance metrics, fee structures, and risk allocation between the parties.

1. Parties: Identification and details of the two companies entering into the agreement

2. Background: Context of the agreement, including business purpose and relationship between parties

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Appointment and Scope: Formal appointment of the management company and scope of services

5. Duration and Term: Period of the agreement, including commencement date and renewal terms

6. Management Services: Detailed description of management services to be provided

7. Obligations of the Management Company: Specific duties and responsibilities of the managing company

8. Obligations of the Client Company: Specific duties and responsibilities of the company receiving management services

9. Fees and Payment Terms: Management fees, payment schedule, and related financial terms

10. Performance Standards: Required service levels and performance metrics

11. Reporting and Accountability: Reporting requirements and accountability measures

12. Representations and Warranties: Standard representations and warranties from both parties

13. Confidentiality: Protection of confidential information and trade secrets

14. Intellectual Property: Ownership and usage rights of intellectual property

15. Liability and Indemnification: Limitation of liability and indemnification provisions

16. Termination: Grounds and process for termination of the agreement

17. Consequences of Termination: Post-termination obligations and transitions

18. Force Majeure: Provisions for unforeseen circumstances and force majeure events

19. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes

20. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment