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Preliminary Sales Agreement for Nigeria

Preliminary Sales Agreement Template for Nigeria

A Preliminary Sales Agreement under Nigerian law serves as a foundational document that outlines the intended terms and conditions for a proposed sale transaction while parties work towards a definitive agreement. This document, governed by Nigerian contract law and commercial regulations, establishes key preliminary terms including confidentiality obligations, exclusivity periods, and due diligence requirements. It typically includes both binding and non-binding provisions, protecting parties' interests during negotiations while maintaining flexibility for the final terms. The agreement must comply with Nigerian stamp duty requirements and other relevant local regulations to ensure enforceability.

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What is a Preliminary Sales Agreement?

The Preliminary Sales Agreement is a crucial document in Nigerian commercial transactions, used when parties have reached initial understanding but require a formal framework for further negotiations and due diligence. This document type is particularly important in the Nigerian business context, where complex regulatory requirements and market conditions often necessitate careful preliminary arrangements. The agreement typically includes provisions for confidentiality, exclusivity, and due diligence processes, while clearly distinguishing between binding and non-binding obligations. It serves as a bridge between initial negotiations and the final sale agreement, providing structure and protection for all parties during the interim period. The document must conform to Nigerian legal requirements, including the Contract Law Act and Stamp Duties Act, and often requires careful consideration of sector-specific regulations.

What sections should be included in a Preliminary Sales Agreement?

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

What sections are optional to include in a Preliminary Sales Agreement?

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

What schedules should be included in a Preliminary Sales Agreement?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Ƶ

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions































Clauses



































Relevant Industries

Manufacturing

Real Estate

Oil and Gas

Agriculture

Technology

Telecommunications

Mining

Retail

Wholesale Trade

Construction

Financial Services

Healthcare

Transportation

Energy

Industrial Equipment

Relevant Teams

Legal

Sales

Commercial

Finance

Procurement

Business Development

Compliance

Risk Management

Operations

Corporate Secretariat

Strategy

Relevant Roles

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

Industries








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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