Startup Investment Agreement Template for Nigeria

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Key Requirements PROMPT example:

Startup Investment Agreement

"I need a Startup Investment Agreement for a Series A investment round of $2 million in my Nigerian fintech company, with provisions for foreign investors and specific focus on data protection compliance and regulatory approvals from the Central Bank of Nigeria."

Document background
The Startup Investment Agreement is a crucial document used when investors are seeking to make a capital investment in a Nigerian startup company in exchange for equity ownership. This agreement, governed by Nigerian law, particularly CAMA 2020 and relevant investment regulations, serves as the foundational document that governs the relationship between investors and the startup. It is essential for both early-stage and growth-stage investments, providing detailed terms regarding valuation, share class rights, governance structure, and investor protections. The agreement must address specific Nigerian regulatory requirements, including foreign investment restrictions, local content laws, and corporate governance standards. It typically includes provisions for future funding rounds, exit strategies, and dispute resolution mechanisms tailored to the Nigerian legal context.
Suggested Sections

1. Parties: Identification of the investor(s), the company, and any other relevant parties including founders

2. Background: Context of the investment, brief description of the company's business, and purpose of the agreement

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Investment Terms: Details of the investment amount, valuation, and number/class of shares being issued

5. Completion Mechanics: Process and conditions for completing the investment, including conditions precedent

6. Warranties and Representations: Standard warranties from the company and founders about the business's condition

7. Governance Rights: Board composition, voting rights, and decision-making processes

8. Information Rights: Investor's rights to receive financial and operational information

9. Reserved Matters: Actions requiring specific investor approval

10. Share Transfer Restrictions: Limitations on transfer of shares and right of first refusal provisions

11. Tag-Along and Drag-Along Rights: Co-sale rights and majority sale provisions

12. Anti-Dilution Protection: Provisions protecting investor's equity percentage in future funding rounds

13. Exit Provisions: Terms regarding IPO, acquisition, or other liquidation events

14. Confidentiality: Provisions regarding confidential information and trade secrets

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

Optional Sections

1. Founder Commitments: Used when specific commitments from founders are required regarding time commitment, non-compete, etc.

2. Intellectual Property Assignment: Include when there's significant IP that needs to be formally assigned to the company

3. Employee Share Option Pool: Required when establishing or modifying an ESOP as part of the investment

4. Strategic Rights: For strategic investors who require specific commercial rights or partnerships

5. Local Content Requirements: Include when the startup operates in sectors with specific Nigerian local content requirements

6. Foreign Exchange Provisions: Required for foreign investors to address currency conversion and repatriation rights

7. Technology Transfer Terms: Include when the investment involves significant technology transfer subject to NOTAP regulations

8. Data Protection Compliance: Required for startups handling significant personal data

9. Environmental and Social Responsibility: Include for investments in sectors with environmental or social impact considerations

Suggested Schedules

1. Schedule 1: Cap Table: Pre and post-investment capitalization table showing all shareholders

2. Schedule 2: Company Particulars: Detailed company information including registration details, directors, and share capital

3. Schedule 3: Warranties: Comprehensive list of company and founder warranties

4. Schedule 4: Reserved Matters: Detailed list of matters requiring investor approval

5. Schedule 5: Completion Deliverables: List of documents and actions required for investment completion

6. Schedule 6: Key Performance Indicators: Specific metrics and targets the company needs to achieve

7. Appendix A: Business Plan: Company's business plan and financial projections

8. Appendix B: Disclosure Letter: Exceptions and qualifications to the warranties

9. Appendix C: Key Contracts: List and copies of material contracts

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

E-commerce

Healthcare

Agriculture

Education Technology

Clean Energy

Logistics

Manufacturing

Professional Services

Media and Entertainment

Real Estate Technology

Food and Beverage

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Investment

Board of Directors

Executive Leadership

Corporate Secretariat

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Manager

Corporate Lawyer

Company Secretary

Managing Director

Investment Director

Venture Capital Associate

Private Equity Manager

Startup Founder

Business Development Manager

Corporate Development Manager

Legal Counsel

Compliance Officer

Board Member

Finance Director

Portfolio Manager

Industries
Companies and Allied Matters Act (CAMA) 2020: The fundamental law governing company formation, operation, and corporate governance in Nigeria. It provides the legal framework for company structures, shareholding, and corporate compliance.
Investment and Securities Act 2007: Regulates investment and securities matters in Nigeria, including the issuance and transfer of shares, and protection of investors. Essential for structuring investment terms and compliance with securities regulations.
Nigerian Investment Promotion Commission Act: Provides guidelines for foreign investment in Nigerian businesses and outlines investment incentives and protections available to investors.
Foreign Exchange (Monitoring and Miscellaneous Provisions) Act: Governs foreign exchange transactions and international investments in Nigeria, crucial for foreign investors and cross-border transactions.
Companies Income Tax Act: Outlines the taxation framework for companies in Nigeria, including tax obligations, incentives, and exemptions that may affect the investment structure.
Patents and Designs Act: Protects intellectual property rights, particularly relevant for technology startups and innovation-based businesses.
National Office for Technology Acquisition and Promotion Act: Regulates technology transfer agreements and technical service contracts, important for tech startups and foreign technology partnerships.
Nigerian Data Protection Regulation 2019: Provides framework for data protection and privacy, particularly important for digital startups handling personal data.
Federal Competition and Consumer Protection Act 2018: Regulates competition and consumer protection, which may affect business operations and market practices.
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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