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80 20 Partnership Agreement Template for Nigeria

This Partnership Agreement template is specifically designed for establishing an 80/20 partnership structure under Nigerian law, where partners agree to an unequal distribution of profits, losses, and responsibilities. The agreement comprehensively covers all aspects of partnership formation, management, and operation while complying with Nigerian Partnership Act and relevant business legislation. It includes detailed provisions for profit-sharing mechanisms, capital contributions, management rights, and partner obligations, with particular attention to protecting both majority and minority interests within the unique 80/20 structure.

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What is a 80 20 Partnership Agreement?

The 80 20 Partnership Agreement is a specialized legal document used when establishing a partnership where one partner holds a dominant position with an 80% stake while the other maintains a 20% minority interest. This arrangement is particularly common in Nigerian business contexts where one partner provides the majority of capital or resources while the other contributes expertise, local knowledge, or operational capabilities. The document ensures compliance with Nigerian partnership laws, including the Partnership Act and Companies and Allied Matters Act (CAMA) 2020, while providing clear guidelines for profit distribution, decision-making processes, and partner responsibilities. It's especially useful in situations where partners want to formalize an unequal but mutually beneficial business relationship while protecting both parties' interests and establishing clear operational parameters.

What sections should be included in a 80 20 Partnership Agreement?

1. Parties: Identification and details of the partners entering into the 80/20 partnership agreement

2. Background: Context of the partnership formation and brief description of the business purpose

3. Definitions: Key terms used throughout the agreement defined for clarity and legal certainty

4. Partnership Formation: Declaration of partnership formation, business name, and commencement date

5. Business Purpose: Detailed description of the partnership's business activities and objectives

6. Capital Contributions: Details of initial and ongoing capital contributions from each partner

7. Profit and Loss Distribution: Specific terms of the 80/20 profit-sharing arrangement and loss allocation

8. Management and Control: Partnership management structure and decision-making processes

9. Partners' Duties and Obligations: Responsibilities and commitments of each partner

10. Banking and Financial Matters: Banking arrangements, financial records, and accounting procedures

11. Partner Meetings: Procedures for regular and special partner meetings

12. Restrictions on Partners: Non-compete and confidentiality obligations

13. Duration and Termination: Term of partnership and conditions for termination

14. Dissolution and Winding Up: Procedures for partnership dissolution and asset distribution

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

16. Dispute Resolution: Mechanisms for resolving partnership disputes

What sections are optional to include in a 80 20 Partnership Agreement?

1. Intellectual Property Rights: Ownership and management of IP if relevant to the business

2. Insurance: Required insurance coverage if specific risks need to be addressed

3. Employee Management: Procedures for hiring and managing employees if applicable

4. International Operations: Provisions for international business activities if relevant

5. Technology and Data Protection: Digital asset management and data protection if applicable

6. Environmental Compliance: Environmental obligations if relevant to the business activities

7. Force Majeure: Provisions for unforeseen circumstances affecting partnership operations

What schedules should be included in a 80 20 Partnership Agreement?

1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's initial capital contributions

2. Schedule 2: Profit Sharing Mechanism: Detailed calculation method for the 80/20 profit distribution

3. Schedule 3: Business Plan: Initial business plan and strategic objectives

4. Schedule 4: Partner Contact Details: Complete contact information for all partners

5. Schedule 5: Asset Register: List of partnership assets and their ownership status

6. Appendix A: Partnership Policies: Internal policies and procedures

7. Appendix B: Required Licenses: Copies of business licenses and permits

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Nigeria

Cost

Free to use

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