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The Operating Agreement Between Two Companies is a crucial document used when two corporate entities wish to establish a formal structure for joint business operations in Nigeria. This agreement type is particularly relevant in the Nigerian business environment where joint operations and strategic partnerships are common across various sectors. The document needs to comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, Federal Competition and Consumer Protection Act 2018, and relevant sector-specific regulations. It typically includes detailed provisions on operational control, financial arrangements, risk allocation, dispute resolution, and regulatory compliance. The agreement is especially important for businesses seeking to combine resources, expertise, or market access while maintaining separate corporate identities. It serves as the primary reference document governing the operational relationship between the parties and should be carefully tailored to address specific business needs while ensuring compliance with Nigerian legal requirements.

1. Parties: Identification of the contracting companies, including registration numbers and registered addresses

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Operations: Detailed description of the joint operations and each party's role

5. Term and Termination: Duration of the agreement and circumstances for termination

6. Financial Arrangements: Cost sharing, revenue distribution, and financial responsibilities

7. Management and Control: Decision-making processes and operational control mechanisms

8. Representations and Warranties: Standard legal assurances from each party

9. Obligations of the Parties: Specific responsibilities and commitments of each party

10. Intellectual Property Rights: Ownership and usage rights of IP in joint operations

11. Confidentiality: Protection of confidential information and trade secrets

12. Liability and Indemnification: Risk allocation and indemnification obligations

13. Force Majeure: Provisions for unforeseen circumstances affecting performance

14. Dispute Resolution: Procedures for resolving disputes, including arbitration

15. Governing Law: Specification of Nigerian law as governing law

16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignments