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Investment Framework Agreement

Investment Framework Agreement Template for Nigeria

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Key Requirements PROMPT example:

Investment Framework Agreement

"I need an Investment Framework Agreement governed by Nigerian law for a UK-based renewable energy company planning to invest in solar power projects in Lagos State, with special attention to local content requirements and environmental compliance provisions, targeted for implementation by March 2025."

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Document background
The Investment Framework Agreement serves as the primary legal instrument for structuring and governing investment relationships in Nigeria. This document is typically used when establishing long-term investment partnerships, joint ventures, or strategic investments in Nigerian businesses or projects. It provides a comprehensive framework that addresses key aspects of the investment relationship including capital contributions, governance structures, regulatory compliance, and risk allocation. The agreement must comply with Nigerian law, particularly the Nigerian Investment Promotion Commission Act, Companies and Allied Matters Act, and sector-specific regulations. It is especially relevant for foreign investors entering the Nigerian market or domestic investors structuring significant investments, providing a foundation for subsequent transaction documents and operational agreements.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including full legal names and registration details

2. Background: Context of the investment relationship and purpose of the agreement

3. Definitions and Interpretation: Detailed definitions of terms used in the agreement and rules of interpretation

4. Scope of Investment: Overall framework and parameters of the investment relationship

5. Investment Structure: Details of investment mechanism, funding arrangements, and capital structure

6. Investment Process: Steps and procedures for making investments, including conditions precedent

7. Representations and Warranties: Standard and specific representations by all parties

8. Governance and Management: Decision-making processes, management structure, and control mechanisms

9. Regulatory Compliance: Compliance with Nigerian laws, including NIPC requirements and foreign exchange regulations

10. Financial Provisions: Financial obligations, funding commitments, and payment terms

11. Term and Termination: Duration of agreement and circumstances for termination

12. Confidentiality: Protection of confidential information and trade secrets

13. Dispute Resolution: Mechanisms for resolving disputes, including jurisdiction and applicable law

14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Environmental and Social Compliance: Required for investments in sectors with environmental impact or social considerations

2. Local Content Requirements: Needed for investments in sectors with specific Nigerian local content requirements

3. Technology Transfer: Important for investments involving intellectual property or technical knowledge transfer

4. Employment and Training: Required when investment includes significant workforce development components

5. Force Majeure: Particularly important in Nigeria given potential political and economic volatility

6. Anti-Corruption and Compliance: Required for international investments or when dealing with public sector

7. Security Arrangements: Needed when investment involves provision of security or collateral

8. Export Requirements: Required for investments focused on export operations or in free trade zones

Suggested Schedules

1. Investment Plan: Detailed business plan and investment timeline

2. Capital Contribution Schedule: Breakdown of investment tranches and timing

3. Corporate Structure Chart: Diagram showing ownership and control structure

4. Key Performance Indicators: Metrics for measuring investment performance

5. Required Approvals: List of regulatory and governmental approvals needed

6. Management Structure: Detailed governance and management framework

7. Technical Specifications: Technical details of investment project if applicable

8. Form of Subsidiary Agreements: Templates for related agreements to be entered into

9. Insurance Requirements: Required insurance coverage details

10. Compliance Checklist: List of regulatory requirements and compliance steps

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Applicable Law
Approval
Business Day
Business Plan
Capital Contribution
Change of Control
Commencement Date
Completion
Conditions Precedent
Confidential Information
Control
Default
Dispute
Effective Date
Encumbrance
Event of Default
Exercise Notice
Exit Event
Financial Year
Force Majeure Event
Governmental Authority
Investment
Investment Committee
Investment Period
Investment Vehicle
Investor Directors
Key Performance Indicators
Local Content Requirements
Management Board
Material Adverse Effect
NIPC
Operating Budget
Permitted Transferee
Project
Project Company
Regulatory Approvals
Related Party
Reserved Matters
Security Interest
Shareholder
Subscription Amount
Subsidiary
Tag-Along Rights
Target Company
Tax
Term
Territory
Transaction Documents
Transfer
Valuation
Clauses
Interpretation
Investment Structure
Capital Contributions
Conditions Precedent
Representations and Warranties
Regulatory Compliance
Investment Process
Management and Control
Board Composition
Reserved Matters
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Share Valuation
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Local Content
Environmental Compliance
Anti-Corruption
Force Majeure
Term and Termination
Events of Default
Consequences of Default
Exit Provisions
Put and Call Options
Dispute Resolution
Governing Law
Assignment
Notices
Costs and Expenses
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Counterparts
Relevant Industries

Oil and Gas

Manufacturing

Agriculture and Agribusiness

Technology and Communications

Infrastructure Development

Mining and Natural Resources

Financial Services

Real Estate Development

Healthcare and Pharmaceuticals

Renewable Energy

Transportation and Logistics

Education

Relevant Teams

Legal

Finance

Investment

Compliance

Risk Management

Corporate Development

Strategy

Operations

Treasury

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Investment Officer

Chief Financial Officer

Investment Director

Legal Counsel

Compliance Officer

Investment Manager

Business Development Director

Risk Manager

Project Director

Corporate Secretary

Strategy Director

Portfolio Manager

Operations Director

Industries
Nigerian Investment Promotion Commission Act: Primary legislation governing investment promotion and protection in Nigeria, establishing rules for foreign investment and business ownership
Companies and Allied Matters Act (CAMA) 2020: Fundamental legislation governing company formation, registration, and corporate governance in Nigeria
Foreign Exchange (Monitoring and Miscellaneous Provisions) Act: Regulates foreign currency transactions and capital repatriation for international investments
Investment and Securities Act: Governs securities trading, investments, and capital market operations in Nigeria
Federal Competition and Consumer Protection Act: Regulates competition and market practices that could affect investment operations
Industrial Development (Income Tax Relief) Act: Provides framework for tax incentives and relief for qualifying investments
Arbitration and Conciliation Act: Establishes framework for dispute resolution in commercial and investment matters
Environmental Impact Assessment Act: Mandates environmental impact assessments for investment projects that may affect the environment
Central Bank of Nigeria Act: Governs monetary policy and banking regulations that affect investment operations
Nigerian Export Processing Zones Act: Provides special regulations and incentives for investments in export processing zones
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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