Operating Management Agreement Template for Nigeria

The Operating Management Agreement is essential for businesses in Nigeria seeking to delegate operational management to specialized operators while retaining ownership. This arrangement is particularly common in sectors requiring specific expertise or international best practices, such as hospitality, manufacturing, or infrastructure. The document comprehensively covers operational control, performance standards, financial arrangements, and regulatory compliance, including adherence to Nigerian local content requirements and sector-specific regulations. It's structured to protect both owners' and operators' interests while ensuring smooth business operations and clear accountability. The agreement must comply with Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act, and relevant industry regulations. It's frequently used when owners seek professional management expertise, during business expansion, or when implementing international operational standards in local operations.

1. Parties: Identification of the contracting parties - typically the Owner/Company and the Operator/Manager

2. Background: Context of the agreement, including brief description of the business and purpose of the management arrangement

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

4. Appointment and Scope: Formal appointment of the operator and detailed scope of management services

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Operator's Rights and Obligations: Comprehensive list of operator's responsibilities, authority levels, and operational duties

7. Owner's Rights and Obligations: Owner's responsibilities including provision of facilities, equipment, and support

8. Personnel and Staffing: Requirements for staffing, including key personnel, local content requirements, and training obligations

9. Performance Standards: Expected performance levels, KPIs, and quality standards

10. Fees and Payment Terms: Management fees, expense reimbursements, and payment mechanisms

11. Reporting and Accountability: Requirements for financial and operational reporting, meetings, and performance reviews

12. Intellectual Property Rights: Ownership and usage rights of IP, including trademarks and operational systems

13. Confidentiality: Protection of confidential information and trade secrets

14. Liability and Indemnification: Allocation of risks and responsibilities for losses or damages

15. Insurance: Required insurance coverage and responsibilities

16. Termination: Grounds for termination, notice requirements, and consequences

17. Post-Termination Obligations: Responsibilities and transition arrangements after termination

18. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions

19. Governing Law: Specification of Nigerian law as governing law and relevant jurisdiction

20. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement