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1. Parties: Identification of all parties to the agreement with full legal names and addresses
2. Background: Context of the exchange and brief description of what each party is exchanging
3. Definitions: Definitions of key terms used throughout the agreement
4. Exchange Terms: Detailed description of the items to be exchanged and the fundamental agreement
5. Completion: Timing and mechanics of the exchange, including completion date and delivery requirements
6. Representations and Warranties: Each party's assertions about their authority, ownership and condition of exchange items
7. Risk and Title: When risk and ownership transfers for the exchanged items
8. Regulatory Compliance: Compliance with Nigerian laws including foreign exchange regulations if applicable
9. Costs and Taxes: Allocation of transaction costs and tax responsibilities
10. Confidentiality: Obligations regarding confidential information
11. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction details
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Valuation: Required when the exchanged items need formal valuation for tax or regulatory purposes
2. Intellectual Property: Include when the exchange involves IP rights or licenses
3. Due Diligence: Necessary when complex assets requiring investigation are involved
4. Ongoing Obligations: Include when parties have continuing obligations post-exchange
5. Force Majeure: Important when exchange involves future performance or delivery
6. Anti-corruption: Required for high-value exchanges or when dealing with public entities
7. Foreign Exchange Provisions: Include when exchange involves international elements or currency conversion
8. Assignment: Include when rights under the agreement may need to be transferable
1. Schedule 1 - Exchange Items: Detailed description and specification of items being exchanged
2. Schedule 2 - Completion Requirements: Checklist of documents and actions required for completion
3. Schedule 3 - Form of Transfer Documents: Templates of any required transfer documentation
4. Schedule 4 - Valuation Methodology: If applicable, agreed methods for valuing exchange items
5. Schedule 5 - Due Diligence Results: Summary of any due diligence findings if relevant
6. Appendix A - Required Regulatory Approvals: List of necessary regulatory approvals and status
7. Appendix B - Completion Timetable: Detailed timeline for exchange process and completion
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