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Silent Partner Contract
"I need a Silent Partner Contract for my Lagos-based tech startup, where a foreign investor will contribute ���50 million for a 25% profit share, with quarterly reporting requirements and a minimum 3-year lock-in period starting January 2025."
1. Parties: Identification of the active partner(s) and the silent partner, including full legal names and addresses
2. Background: Context of the partnership formation, business purpose, and silent partner's role
3. Definitions: Key terms used throughout the agreement, including 'Silent Partner', 'Business', 'Investment Amount', 'Profits', etc.
4. Investment Terms: Details of the silent partner's capital contribution, including amount, payment schedule, and form of investment
5. Profit Sharing and Distributions: Formula and mechanics for calculating and distributing profits to the silent partner
6. Rights and Limitations: Clear delineation of silent partner's rights and limitations, emphasizing non-involvement in management
7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and authority
8. Confidentiality: Obligations to maintain confidentiality of business information and partnership terms
9. Term and Termination: Duration of the partnership and conditions for termination
10. Exit Provisions: Mechanisms for partner withdrawal, buyout terms, and valuation methods
11. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
1. Tag-Along Rights: Used when the silent partner wants the right to join in any sale by active partners
2. Foreign Investment Provisions: Required when the silent partner is a foreign investor, addressing NIPC requirements
3. Information Rights: Details additional reporting requirements if the silent partner requests enhanced visibility
4. Death/Incapacity Provisions: Specific provisions for handling the silent partner's interest in case of death or incapacity
5. Anti-Dilution Protection: Used when there's possibility of additional investment rounds or partnership expansion
6. Tax Structuring: Detailed tax provisions when complex tax planning is involved
7. Dispute Resolution: Alternative dispute resolution mechanisms beyond court jurisdiction
1. Schedule 1: Investment Details: Detailed breakdown of investment amount, payment schedule, and bank details
2. Schedule 2: Profit Calculation Formula: Detailed methodology for calculating distributable profits
3. Schedule 3: Business Plan: Overview of business operations and projections (for reference only)
4. Schedule 4: Reporting Template: Format for periodic financial reports to be provided to silent partner
5. Appendix A: KYC Documents: Copies of required identification and verification documents
6. Appendix B: Corporate Documents: Relevant business registration and corporate documents
Authors
Real Estate
Technology
Manufacturing
Retail
Agriculture
Oil and Gas
Financial Services
Healthcare
Hospitality
Construction
Mining
Transportation
Entertainment
Education
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Investment
Tax
Executive Leadership
Business Development
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Investment Manager
Business Development Manager
Corporate Secretary
Finance Director
Managing Partner
Investment Analyst
Risk Manager
Compliance Officer
Tax Advisor
Private Equity Manager
Venture Capitalist
Business Owner
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