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Share Profit Agreement Template for Nigeria

A comprehensive legal document governed by Nigerian law that establishes the terms and conditions for sharing profits between multiple parties in a business arrangement. The agreement details the methodology for calculating profits, distribution mechanisms, financial reporting requirements, and dispute resolution procedures, all while ensuring compliance with Nigerian corporate law, particularly the Companies and Allied Matters Act (CAMA) 2020. It includes provisions for tax considerations, management rights, and protections for all parties involved in the profit-sharing arrangement.

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What is a Share Profit Agreement?

The Share Profit Agreement is a crucial document used in Nigerian business relationships where multiple parties agree to share in the profits of a business venture. It is particularly relevant in joint ventures, partnerships, and investment arrangements where parties contribute different resources or expertise but wish to share in the financial success of the enterprise. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, and typically includes detailed provisions for profit calculation, distribution mechanisms, financial reporting, tax considerations, and dispute resolution. This document is essential for establishing clear frameworks for profit sharing, preventing potential conflicts, and ensuring transparent financial arrangements between business parties.

What sections should be included in a Share Profit Agreement?

1. Parties: Identification of all parties to the agreement with their full legal names and addresses

2. Background: Context of the agreement, including the business relationship and purpose of the profit-sharing arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Profits', 'Financial Year', 'Business', etc.

4. Profit Calculation: Detailed methodology for calculating distributable profits, including accounting principles to be applied

5. Profit Distribution: Terms and mechanisms for profit distribution, including percentages, timing, and payment methods

6. Financial Records and Reporting: Requirements for maintaining financial records, preparation of accounts, and reporting obligations

7. Management and Control: Decision-making processes and management rights related to profit-sharing matters

8. Tax Provisions: Handling of tax matters and responsibilities of each party regarding tax payments

9. Confidentiality: Obligations regarding confidential information and business secrets

10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

11. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

12. Miscellaneous: Standard boilerplate clauses including notices, amendments, and entire agreement provisions

What sections are optional to include in a Share Profit Agreement?

1. Non-Competition: Restrictions on parties engaging in competing businesses, used when parties are not otherwise bound by non-compete obligations

2. Intellectual Property Rights: Provisions regarding IP ownership and usage, included when the profit-sharing involves IP-dependent business

3. Force Majeure: Provisions for unforeseen circumstances affecting profit generation, particularly relevant in volatile business environments

4. Assignment Rights: Terms governing the transfer of profit-sharing rights, included when parties want flexibility to assign their rights

5. Audit Rights: Detailed audit provisions, included when regular financial reporting isn't deemed sufficient

6. Default and Remedies: Specific consequences for breach of agreement, included in high-value or complex arrangements

What schedules should be included in a Share Profit Agreement?

1. Profit Calculation Formula: Detailed mathematical formula and examples for profit calculation

2. Distribution Schedule: Detailed breakdown of profit-sharing percentages and any specific conditions

3. Financial Reporting Template: Standard format for regular financial reports

4. Key Performance Indicators: Metrics used to measure business performance affecting profit calculation

5. Parties' Bank Details: Banking information for profit distributions

6. Excluded Costs and Expenses: List of items specifically excluded from profit calculations

Authors

Alex Denne

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

Jurisdiction

Nigeria

Publisher

Ƶ

Document Type

Stock Agreement

Cost

Free to use

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