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Partnership Separation Agreement

Partnership Separation Agreement Template for Nigeria

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Key Requirements PROMPT example:

Partnership Separation Agreement

"I need a Partnership Separation Agreement for an amicable dissolution of a two-partner consulting firm in Lagos, with the effective date of March 1, 2025, where we'll continue collaborating on existing client projects for a 6-month transition period."

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Document background
The Partnership Separation Agreement is a critical document used when business partners in Nigeria decide to end their business relationship and formally dissolve their partnership. This comprehensive agreement becomes necessary when partners choose to go their separate ways due to retirement, strategic disagreements, or other business or personal reasons. It is drafted in compliance with Nigerian legislation, particularly the Partnership Act of 1890 and the Companies and Allied Matters Act (CAMA) 2020. The document covers essential aspects such as asset division, liability allocation, client relationships, and ongoing obligations, while incorporating necessary provisions for tax compliance and dispute resolution under Nigerian law. A well-drafted Partnership Separation Agreement helps prevent future disputes and ensures a smooth transition for all parties involved, making it an essential tool for business partnership dissolutions in the Nigerian business environment.
Suggested Sections

1. Parties: Identification of all partners involved in the separation agreement

2. Background: Brief history of the partnership and reasons for separation

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

4. Effective Date of Separation: Specific date when the partnership dissolution becomes effective

5. Distribution of Partnership Assets: Details of how partnership assets will be divided among partners

6. Assumption of Liabilities: Allocation of partnership debts and liabilities

7. Financial Settlement: Terms of financial settlements between partners, including any buy-out arrangements

8. Client and Contract Management: Handling of existing clients and ongoing contracts

9. Confidentiality Obligations: Ongoing obligations regarding confidential information

10. Non-Compete and Non-Solicitation: Restrictions on future business activities and client/employee solicitation

11. Release of Claims: Mutual release of claims between partners

12. Dispute Resolution: Procedures for resolving any disputes arising from the agreement

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

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Intellectual Property Rights: Division of IP rights when the partnership owns significant intellectual property

2. Ongoing Projects: Handling of incomplete projects and division of responsibilities when there are active projects

3. Employee Matters: Treatment of employees and allocation of employment responsibilities when the partnership has employees

4. Partnership Name and Goodwill: Arrangements for use of partnership name and allocation of goodwill when there's significant brand value

5. Real Estate: Specific provisions for handling partnership real estate when property is involved

6. Insurance and Indemnification: Special insurance arrangements and indemnification provisions for high-risk businesses

7. Tax Matters: Detailed tax arrangements when complex tax implications exist

8. Transition Services: Provisions for transition support when needed for business continuity

Suggested Schedules

1. Schedule A - Asset Distribution: Detailed list of all partnership assets and their agreed distribution

2. Schedule B - Liability Allocation: Comprehensive list of all liabilities and their allocation between partners

3. Schedule C - Client List: List of all clients and agreed allocation between partners

4. Schedule D - Outstanding Projects: Details of ongoing projects and their handling

5. Schedule E - Financial Settlement Terms: Detailed financial calculations and payment terms

6. Schedule F - Third Party Contracts: List of all contracts requiring assignment or termination

7. Appendix 1 - Valuation Report: Independent valuation of partnership assets if applicable

8. Appendix 2 - Financial Statements: Recent financial statements of the partnership

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions




























Clauses






























Relevant Industries

Professional Services

Legal Services

Accounting

Medical Practice

Architecture

Engineering

Consulting

Real Estate

Trading

Retail

Construction

Manufacturing

Technology

Agriculture

Healthcare

Relevant Teams

Legal

Finance

Operations

Human Resources

Compliance

Risk Management

Business Development

Administrative Support

Client Relations

Corporate Secretarial

Relevant Roles

Managing Partner

Senior Partner

Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Business Development Manager

Operations Manager

Account Manager

Financial Controller

Company Secretary

Risk Manager

Compliance Officer

Human Resources Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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