Operations Transfer Agreement Template for Nigeria

The Operations Transfer Agreement is a vital instrument used in Nigerian business transactions when one entity wishes to transfer operational control of a business or facility to another entity. This document is particularly crucial in the Nigerian context due to the complex regulatory environment and the need to comply with various federal and state laws. The agreement typically includes detailed provisions for the transfer of assets, employees, contracts, and operational responsibilities, while ensuring compliance with Nigerian labor laws, environmental regulations, and industry-specific requirements. It's commonly used in scenarios such as business restructuring, divestments, or operational realignments, and must address specific Nigerian regulatory requirements including those from the Corporate Affairs Commission, Federal Inland Revenue Service, and relevant industry regulators.

1. Parties: Identification of the transferor and transferee, including registration details and addresses

2. Background: Context of the transfer, description of the operations being transferred, and purpose of the agreement

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

4. Scope of Transfer: Detailed description of the operations being transferred, including assets, contracts, and responsibilities

5. Transfer Price and Payment Terms: Financial considerations, payment structure, and timing

6. Effective Date and Completion: Timeline for the transfer, conditions precedent, and completion mechanics

7. Employee Transfer: Terms regarding the transfer of employees, including rights, benefits, and obligations

8. Assets and Liabilities: Specification of assets being transferred and allocation of liabilities

9. Representations and Warranties: Standard and specific warranties from both parties

10. Pre-Completion Obligations: Obligations of both parties before the transfer is completed

11. Post-Completion Obligations: Ongoing obligations after the transfer is completed

12. Indemnities: Protection against losses and claims

13. Confidentiality: Protection of confidential information and trade secrets

14. Force Majeure: Provisions for unforeseen circumstances affecting the transfer

15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

17. Execution: Signature blocks and execution formalities