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1. Parties: Identification of all parties to the agreement, including full legal names, registration details for companies, and addresses
2. Background: Context of the proposed transaction, including brief description of the business relationship and purpose of the preliminary agreement
3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation
4. Subject Matter: Description of the goods or assets that are the subject of the proposed sale
5. Proposed Terms: Outline of the key commercial terms being considered for the final agreement
6. Due Diligence: Process and terms for conducting due diligence investigations
7. Confidentiality: Obligations regarding confidential information exchanged during negotiations
8. Exclusivity: Terms preventing the seller from negotiating with other parties during a specified period
9. Duration and Termination: Period of validity and circumstances under which the agreement can be terminated
10. Binding and Non-Binding Provisions: Clear specification of which provisions are binding (typically confidentiality, exclusivity, and governing law) and which are non-binding
11. Costs and Expenses: Allocation of costs incurred during the preliminary phase
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for dispute resolution
13. Signatures: Execution blocks for all parties
1. Break Fee: Include when parties want to specify compensation if one party withdraws from negotiations under certain circumstances
2. Regulatory Approvals: Include when the proposed transaction may require governmental or regulatory approvals
3. Timeline: Include when parties want to set specific deadlines for negotiations, due diligence, and execution of final agreement
4. Intermediaries: Include when brokers, agents, or other intermediaries are involved in the transaction
5. Force Majeure: Include when parties want to address potential disruptions to the preliminary agreement period
6. Anti-Money Laundering: Include for high-value transactions or when required by Nigerian regulations
7. Language: Include when the agreement might be translated or when parties speak different languages
1. Schedule 1 - Description of Goods/Assets: Detailed description of the subject matter of the proposed sale
2. Schedule 2 - Proposed Commercial Terms: Preliminary price, payment terms, and other key commercial points under discussion
3. Schedule 3 - Due Diligence Requirements: List of documents and information required for due diligence
4. Schedule 4 - Timeline: Proposed timeline for key milestones towards final agreement
5. Appendix A - Required Approvals: List of anticipated regulatory or third-party approvals needed
6. Appendix B - Form of Non-Disclosure Agreement: If separate NDA is required, attach form here
Manufacturing
Real Estate
Oil and Gas
Agriculture
Technology
Telecommunications
Mining
Retail
Wholesale Trade
Construction
Financial Services
Healthcare
Transportation
Energy
Industrial Equipment
Legal
Sales
Commercial
Finance
Procurement
Business Development
Compliance
Risk Management
Operations
Corporate Secretariat
Strategy
Chief Executive Officer
Managing Director
Commercial Director
Head of Sales
Business Development Manager
Legal Counsel
Contract Manager
Chief Financial Officer
Sales Director
Procurement Manager
Company Secretary
Operations Director
Risk Manager
Compliance Officer
Strategy Director
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