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The Memorandum of Intent is a crucial preliminary document in Nigerian business practice, used when parties wish to formalize their initial understanding while maintaining flexibility for detailed negotiations. It serves as a stepping stone toward more definitive agreements, particularly in complex commercial transactions where parties need to outline basic terms before committing to full due diligence or detailed negotiations. Under Nigerian law, while predominantly non-binding, certain provisions such as confidentiality and exclusivity can be made explicitly binding. The document is particularly valuable in cross-border transactions involving Nigerian entities, as it helps bridge different business cultures and legal expectations while providing a clear framework for future negotiations.

1. Parties: Full legal names and addresses of all parties involved in the potential transaction

2. Background/Recitals: Context of the proposed transaction or relationship and general objectives of the parties

3. Definitions: Key terms used throughout the document

4. Purpose: Clear statement of the intended objective and scope of the potential transaction or relationship

5. Non-Binding Nature: Express statement that the MOI is not legally binding except for specific provisions

6. Binding Provisions: Identification of specific provisions that are intended to be legally binding (typically confidentiality, costs, and governing law)

7. Proposed Timeline: Expected schedule for negotiations and completion of definitive agreements

8. Confidentiality: Terms regarding the treatment of confidential information exchanged during negotiations

9. Costs and Expenses: How parties will bear their own costs during the negotiation process

10. Duration and Termination: Period for which the MOI remains effective and circumstances for termination

11. Governing Law: Specification of Nigerian law as the governing law

12. Signatures: Execution block for all parties