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The Online Operating Agreement serves as a foundational document for businesses operating in Nigeria's digital space, providing essential governance structure and operational guidelines for online ventures. This document is particularly crucial when establishing or formalizing digital business operations, e-commerce platforms, or online service providers in Nigeria. It encompasses key elements required by Nigerian law, including compliance with CAMA 2020, the Nigeria Data Protection Regulation (NDPR), and electronic commerce regulations. The agreement typically details membership rights, digital asset management, online operational procedures, data protection protocols, and revenue distribution mechanisms. It's designed to address the unique challenges of online businesses while ensuring proper corporate governance and regulatory compliance in the Nigerian business environment.

1. Parties: Identification of all members/parties to the agreement, including their full legal names, addresses, and registration details

2. Background: Context of the agreement, nature of the online business, and purpose of the operating agreement

3. Definitions: Detailed definitions of terms used throughout the agreement, including technical and online-specific terminology

4. Formation and Name: Details of business formation, registered name, and online presence (domains, platforms)

5. Business Purpose: Specific description of the online business activities and scope of operations

6. Capital Contributions: Initial and ongoing capital contributions, including technological assets and digital infrastructure

7. Membership Interests: Distribution of ownership interests and voting rights among members

8. Management Structure: Governance structure, roles, and responsibilities in managing the online platform/business

9. Operations: Day-to-day management procedures, decision-making processes, and operational protocols for the online business

10. Digital Assets and Intellectual Property: Ownership and management of website, software, databases, and other digital assets

11. Data Protection and Privacy: Compliance with NDPR and protocols for handling user data and privacy

12. Financial Management: Financial procedures, accounting practices, and distribution of profits/losses

13. Compliance and Reporting: Regulatory compliance requirements and reporting obligations

14. Dispute Resolution: Procedures for resolving conflicts between members and handling technical disputes

15. Term and Termination: Duration of agreement, exit procedures, and circumstances for termination