A Lawyers Draft Book
A Lawyers Draft Book
A Lawyers Draft Book
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
LEGAL PRACTIONERS &CONSULTANT
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: ocsigrid@gmail.com
NOTE
The covenant here should be adjusted to suite your client
POWER OF ATTORNEY
THIS DEED OF POWER OF ATTORNEY is given this _______ day of _____, _________,20___
BY ___ (NAME OF THE DONOR) ___________ OF _______ (address of the
donors)__________(HEREAFTER referred to as “the Donor”) which expression shall where the
context so admits include their heirs, assigns, executors and successors-in-title,
TO
WHEREAS:
I, the Donors hereby appoint the Donee irrevocably to be my lawful Attorney in consideration of the sum
of ___ {AMOUNT PAID IF ANY) _____paid by the __________ to the ____________to perform
execute or do all or any of the following acts or things:
(1) .
I hereby ratify and confirm whatsoever the Donee shall do or propose to do pursuant to this instrument
IN WITNESS of which I have executed this Power of Attorney in the manner below the day and year
first above written
______________________________________
{NAME OF DONOR}
1. Name:_________________________________________________
Address: ____________________
Signature _____________________
2. Name : ______________________________________________________
Address: _________________________________________
Signature _______________________________________
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
LEGAL PRACTIONERS &CONSULTANT
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: ocsigrid@gmail.com
DEED OF TRANSFER
MADE BETWEEN
(NAME)
(TRANSFEROR)
AND
(NAME)
(TRANSFEREE)
DEED OF TRANSFER OF ALL THAT PARCEL OR PIECE OF LAND/A
SHOP MEASURING_____M BY____M SITUATE, LYING AND BEING
AT OPPOSITE ___________________STATE, NIGERIA.
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
LEGAL PRACTIONERS &CONSULTANT
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
THIS DEED OF TRANSFER made this ____day of_____2019 BETWEEN________
(NAME) ____ OF___ (ADRESS)_______STATE.(hereinafter referred to as “THE
TRANSFEROR” which expression shall where the contexts so admits include his heirs,
executors, administrators, assigns, personal representatives and successors – in – title or any
other person lawfully claiming through him) of the first part
AND
1. Name: ……………………………………….
Address: ……………………………………
Occupation: ………………………………..
Signature: …………………………………
2. Name: ………………………………………
Address: ……………………………………….
Occupation: ……………………………………
Signature: ………………………………………
SIGNED, SEALED AND DELIVERED
BY THE WITHIN NAMED “TRANSFEREE”
…………………………………………………………………………………….
(NAME OF TRANSFEREE)
JURAT.
The foregoing having been read to the parties and interpreted to them from English language
into Yoruba language and when they seemed perfectly to understand same they affixed their
mark/thumb impression thereto.
…………………
INTERPRETER
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
LEGAL PRACTIONERS &CONSULTANT
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
DEED OF ASSIGNMENT
MADE BETWEEN
……………………………………………….
(ASSIGNOR)
AND
………………………………………………….
(ASSIGNEE)
---------------------------------------------------------------------------------------------------
DEED OF ASSIGNMENT OF ALL THAT PARCEL OR PIECE OF LAND
MEASURING ………… SQUARE METRES WITH ALL THE
DEVELOPMENT OR BUILDING ON THE LAND LYING, BEING AND
SITUATE AT NO. …………………………………………..COVERED WITH
CERTIFICATE OF OCCUPANCY NO. …….. DATED ….TH ……., ……….
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
LEGAL PRACTIONERS &CONSULTANT
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
2. Name: …………………………………………………….
Address: …………………………………………………..
Occupation: ……………………………………………….
Signature: …………………………………………………
NAME OF ASSIGNEE
In the presence of:
1. Name: …………………………………………………………………..
Address: …………………………………………………………………..
Occupation: …………………………………………………………………
Signature: ………………………………………………………………………
2. Name: ……………………………………………………………………….
Address: ……………………………………………………………………….
Occupation: …………………………………………………………………….
Signature: ………………………………………………………………………
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
DEED OF DEVELOPMENT OF LANDED
PROPERTY
BETWEEN
…………………………………………….
AND
………………………………………………….
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 0805683432
E- MAIL: o.c.sigrid@gmail.com
THIS DEED of Landed Property Development is made this ____day of___________ 202O
BETWEEN
_________________________OF_______________________________;(hereinafter
collectively referred to as the “OWNERS”) where the expression shall where the context so
admits include their respective heirs, assigns, personal representatives, Administrators and
successors-in-title by whatever name called of the first part
AND
_____________________ A company duly registered according to law in Nigeria with
registered office at _____________________ (hereinafter referred to as “the DEVELOPER”)
where the expression shall where the context so admits includes its successors-in-title, assigns
and representatives by whatever name called of the second part.
A. WHEREAS:
The owners are the beneficial owners of the landed property comprising and measuring
approximately __ x __ feet lying and being situate at _________ as fully described in schedule
attached thereto.
1. The developer as a licensed town planning consultant who engages in the development of land
was approached jointly by the representatives of the owners with expression of interest and
desire to construct the landed property described in the schedule attached hereto by erecting the
building or structures as agreed this present.
2. The developer has expressed its willingness to agree to the construction of buildings on the
above described landed property as jointly proposed by the owners subject to terms and
conditions hereinafter specified.
i. That the proposed construction and development shall be in line with specifications as may
have been agreed upon by the parties therein and same shall be in conformity with the town
planning and development Authorities and other relevant laws in ……….. State and the
Federal Republic of Nigeria.
ii. That the parties have mutually agreed to the construction of ………. as a whole with
appurtenances thereto.
iii. That pursuant to paragraph (ii) above, the parties herein have further agreed that (….)…..
shall be allocated to the owners while (….) ……….. shall be allocated to the developer.
iv. That the sum of ………………..proposed to be used and/or expended in the development of
landed property and other incidental expenses thereto as analyzed and well defined in the
annexed bill of quantity shall be sourced and provided by the developer and same shall form
the consideration of this Deed.
v. That the said development scheme and this present shall be in force and subsist for a period
of ……. (…..) Years which shall be effective and commence from the date of handling over
and/or delivery of the landed property to the developer by the owners.
vi. The parties herein have agreed to the preparation and endorsement of this Deed subjects to
the terms and conditions hereinafter fully stated.
C. DEVELOPER’S CONVENANTS
i. To use its best endeavors to mobilize funds/resources for the actualization of objectives of this
Deed.
ii. To ensure that the construction and development of the landed property conform with the
approved building plan in accordance with the specifications of relevant town planning
Authorities Laws in ………. State and Federal Republic of Nigeria.
iii. To ensure that the building to be constructed is strong, wind and water tight with evidence of
sufficient and quality building materials listed and installed thereon.
iv. To manage and superintend the management of the proposed ……………. with the best
management skills at its disposal within the period of subsistence of this contract.
v. To let or lease out the shops and collect rents/proceeds thereon with a view to recover the
project-money and incidental expenses thereby incurred within the stipulated period of the
contract terms hereinbefore stated..
vi. To keep both the interior and exterior parts of the shopping complex in good and tenantable
forms and to keep all installations therein in good repairs and proper working conditions
(reasonable wear and tear exempted).
vii. To pay Solicitors fees for preparation and engrossment of this Deed of contract.
viii. At the expiration or sooner determination of the terms hereby granted to peaceably yield up
possession of the properties in good repairs and tenantable conditions with all the fittings and
fixtures intact and deliver same to the OWNERS and/or their respective successors-in-title as
the case may be.
i. The Developer observing and performing the terms of the contract herein stipulated on its part
shall peaceably have and enjoy the use of the property during the said term without any
interference from the owners, their agents, Solicitors, personal representatives and/or
successors-in-title by whatever name called.
ii. In the event of demise of any owner before the expiration of this present, the rights and
liabilities as covenanted herein shall devolve and become vested in the beneficiaries of the
estate of the demised owner and nothing hereby shall disturb the effect and subsistence of this
contract.
iii. A designated bank account shall be kept in the name of the owners’ jointly/or severally where
the rental proceeds accruable to them shall be paid by the Developer to the owners.
iv. In the event of failure or omission of the Developer to comply and observe the terms and
conditions of this contract, the owners reserve the rights and shall be at liberty to repudiate this
present and call in another developer.
v. The owners shall not be liable for damages in contract or tort howsoever arising or in
connection with any transaction between the Developer; his agents, servants, workmen, assignee
and/or third party by whatever name called.
IN WITNESS WHEREOF, the parties herein have set their respective hands and seals in the
manner hereunto appearing the day and year first above written.
SCHEDULE ATTACHED THERETO.
SCHEDULE
ALL that piece and parcel of land comprising and measuring approximately __ x ___ feet with
appurtenances lying and being situate at _____________________
Name: _____________________
Address: _____________________
Occupation: _____________________
Signature: _________________________
THE COMMON SEAL of the within named DEVELOPER was hereunto affixed
IN the presence of
_____________________
_____________________
DIRECTOR SECRETARY
JURAT
The foregoing has been read over and translated from English language to ………. language to
the parties by me, and when they seemed to have perfectly understood same, before affixing
their respective signatures/thumb impressions in my presence.
______________________
INTERPRETER
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
DEED OF CONVEYANCE
BETWEEN
…………………………………………….
AND
……………………………………………..
PREPARED
BY:
SIGRID.C.OKAFOR ESQ.
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
WHEREAS:
1. By virtue of native law and custom the VENDOR herein became seized and beneficial
owner of a parcel of land lying, being and situate at _____________________.
2. The VENDOR as the beneficial owner of the land is willing and/or desirous of selling
and/or Conveying a portion of the land measuring _____________________ properly and
particularly known to the VENDOR and the PURCHASER and described in the schedule
hereto (hereinafter referred to as THE LAND) to a willing PURCHASER.
3. The PURCHASER is desirous of obtaining from the VENDOR the absolute right of
ownership and/or possession of the interest, right and privileges of the VENDOR on the
aforesaid land (hereinafter referred to as “the land”).
4. The VENDOR has agreed to transfer and/or convey unto the PURCHASER the said land
free of any encumbrances.
5. The PURCHASER has agreed that no part of the land shall be used to build churches, hotel,
brothel or beer parlor either now or in the future but only for commercial purposes or
residential.
6. In pursuance of the foregoing paragraphs, the VENDOR has agreed to execute this deed of
conveyance in respect of the aforesaid land in favor of the purchaser in consideration of
money.
IN WITNESS OF WHICH the parties have interchangeably set their hands and seals the day
and year first above written.
SCHEDULE
JURAT
The foregoing had been read over and interpreted to the Parties by me from English Language
into ……… language and they seemed perfectly to understand the same before affixing their
marks/signatures thereto in my presence.
……………………………………….
INTERPRETER
1. Name: ……………………………………………………
Address: …………………………………………………
Occupation: ……………………………………………..
Signature: ……………………………………….………
2. Name: ……………………………………………………
Address: …………………………………………………
Occupation: ………………………………………………
Signature: ………………………………………………..
1. Name: ………………………………………………
Address: ……………………………………………
Occupation: ……………………………………….
Signature: …………………………………………
2., Name: …………………………………………….
Address: …………………………………………...
Occupation: ………………………………………..
Signature: ………………………………………….
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
PARTNERSHIP AGREEMENT
THIS PARTNERSHIP AGREEMENT is made this…………..day of ……….. 20 ………
BETWEEN:
RECITAL
The parties hereto wish:
To enter together, into business and pursuant to the Partnership Law in force in Nigeria.
ARTICLE 1 - INTRODUCTION
DEFINITIONS
In this Agreement (as defined herein), unless there is something in the subject matter or context
inconsistent therewith, the following terms shall have the respective meanings ascribed below:
(a) “Accountants” means such firm of accountants as the Partners may from time to
time determine to be the accountants of the Partnership (as defined herein);
(g) “Person” means any individual, firm, corporation, partnership, joint venture,
trustee or trust, government or agency thereof, unincorporated association, or
other entity and pronouns have a similarly extended meaning.
2.1 Establishment.
Subject to the terms and conditions hereof, the parties hereto agree to carry on the
Business in partnership
2.2 Term.
Subject to the provisions of this Agreement, the Partnership shall commence as of the
Effective Date and shall continue for a term ending on the earlier of:
(a) ……………………………………………………………….
(b) The date on which the Partnership is dissolved by operation of law.
2.3 Name.
The name of the Partnership shall be “[………………]” and/or such other name or
names as the Partners may from time to time agree upon in writing and no party shall
carry on business under such name except as a Partner of the Partnership.
4.5 Drawings.
Except as specifically provided in this Agreement or by applicable law, no Partner, shall
have the right to withdraw his or her contributions to the capital of the Partnership.
4.11 Gifts
Where gifts, such as cash or item is being advanced to the Partnership, such gift, either
cash or item, as the case may be, shall be used to finance the objectives of the
Partnership; provided that in the case of the cash, such shall be kept in the Partnership
savings account.
4.12 Indemnification
It is the duty of each partner to indemnify the other partners from all the expenses and
liabilities incurred due to any negligence or misconduct.
4.13 Salaries
Unless otherwise agreed by the Partners, no Partner shall receive any salary or other
compensation (except for reimbursement of reasonable out-of-pocket expenses incurred
on the Partnership's behalf) for services rendered to or for the Partnership.
4.14 Signatories
Each Partner shall be signatories to the account of the Partnership unless otherwise
agreed by Partners in a meeting called for that purpose.
ARTICLE 5 - MANAGEMENT
5.1 Management.
Final authority, management and control of the business and affairs of the Partnership
shall be vested in the Partners.
Each Partner shall devote to the business of the Partnership so much of his or her time as
shall in such Partner’s sole judgment be reasonably necessary for the efficient operation
of the business.
5.5 Deadlock
In the event that the Partners are unable to reach a unanimous decision or where a tie
exists amongst the Partners, within 15 days, of the date such matter was first presented to
the Partnership, such dispute shall be resolved by referring same to ……………….
6.1 General.
Except as expressly permitted in this Article 6, or as otherwise unanimously agreed to in
writing by the Partners, no Partner may sell, assign, convey, transfer, mortgage, charge
or otherwise encumber all or any part of its share or interest in the Partnership.
6.2 Dissolution.
The Partnership shall be dissolved at any time by unanimous resolution of the Partners
passed at a meeting of the Partners called for that purpose. The Partnership may also be
terminated by unanimous agreement in writing signed by all of the Partners.
6.3 Determination.
In the event of the dissolution of the Partnership, the Partnership shall terminate and a
proper accounting shall be made of the premium and income accounts of the Partnership
and the profit or losses of the Partnership to the date of dissolution by any person who is
a Professional Accountant, appointed by the Partners. The assets of the Partnership shall
be liquidated and the proceeds of such liquidation shall then be distributed as follows,
unless the Partners otherwise unanimously agree:
(a) firstly, to repay all costs, debts, expenses, liabilities and obligations of the
Partnership;
(b) secondly, to pay to each Partner his equal share of the capital; and
(c) Thirdly, to divide the surplus, if any, between the Partners in equal proportions.
In the event that such liquidation proceeds shall not be sufficient to satisfy the liabilities
of the Partnership, each of the Partners shall contribute in equal share, such further funds
as shall be necessary to satisfy in full, the liabilities of the Partnership.
7.1 Headings.
The headings of any Article, Section or part thereof are inserted for purposes of
convenience only and shall not form part hereof and shall not be considered in the
interpretation hereof.
7.2 Notices.
Any notice, demand, request, consent, agreement or approval which may or is required
to be given, pursuant to this Agreement shall be in writing and shall be sufficiently given
or made if served personally upon the party or a representative or officer of the party for
whom it is intended, or mailed by certified or registered mail, postage prepaid, or
telexed, telegraphed, or telecopy, addressed at such address to such officers as a party
may from time to time advise to the other parties by notice in writing. The date of receipt
of any such notice, demand, request, consent, agreement or approval if served personally
shall be deemed to be the date of delivery thereof, or if mailed as aforesaid, the second
business day, following the date of mailing, or if delivered via telex, telegraph, or tele
copier, the business day following transmission.
7.4 Severability.
The invalidity or unenforceability of any particular provision of this Agreement shall not
affect any other provision hereof, but this Agreement shall be construed and enforced as
if such invalid or unenforceable provision was omitted.
7.7 Amendments.
This Agreement shall be amended from time to time as the Partners as otherwise
unanimously agree to in writing.
No amendment, alteration, change, qualification or modification of this Agreement shall
be valid unless it is in writing and signed by each Partner hereto and any such
amendment, alteration, change, qualification or modification shall be adhered to and
have the same effect as if they had been originally embodied in and formed a part of this
Agreement.
7.8 Time.
Time is of the essence of this Agreement and of every part hereof.
7.10 Enurement.
This Agreement and the provisions hereof shall enure to the benefit of and shall be
binding upon the parties hereto and their respective successors and permitted assigns; in
other words, this agreement shall bind and benefit the Partners and their respective heirs,
executors, administrators, personal representatives, successors, and assigns.
7.11 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.
7.14 Limitation
Nothing contained in this Agreement shall be construed as requiring the commission of
any act contrary to law. If there is any conflict between any provision of this Agreement
and any statute, law, ordinance or regulation contrary to which the Partners have no legal
right to contract, the later shall prevail, but in such event the provisions of this
Agreement thus affected shall be curtailed and limited only to the extent necessary to
conform with said requirement of law. If any part, article, section, paragraph or clause of
this Agreement shall be held to be indefinite, invalid or otherwise unenforceable, the
entire Agreement shall not fail on account thereof, and the balance of the Agreement
shall continue in full force and effect.
7.16 Insurance
The Partnership shall have the right to make application for, take out and maintain in
effect, such policies of life insurance on the lives of any or all of the Partners, whenever
and in such amounts as the Partners acting in accordance with this Agreement. Each
Partner shall exert his or her best efforts and fully assist and cooperate with the
Partnership in obtaining any such policies of life insurance.
ARTICLE 8 - ARBITRATION
8.1 Any dispute between the Partners arising out of or related to this agreement and any
amendments to it, whether before or after dissolution of the Partnership, shall be referred
to and settled by a single arbitrator agreed upon by the Partners or, in default of such
agreement, to a single arbitrator appointed pursuant to the legislation governing
submissions to arbitration in Nigeria. The decision of the arbitrator is final and binding
on the Partners with no right of appeal.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
this…………day of ………….. 20…... to be effective as of the Date mentioned above in
accordance with this Agreement.
SIGNED, SEALED AND DELIVERED
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
NOTE
1. This partnership agreement has multiple partners and should be adjusted to suit the
numbers of partners required
2. Pay attention to the interpretation section and the heading section in Article 7 and
change at will to best suit your client(s) needs and the context of the agreement.
CONFIDENTIAL INFORMATION AND NON-DISCLOSURE
AGREEMENT
This Agreement is made this …. th Day of …………. and entered into by and between
…………… (Hereinafter referred to as ABC) having offices at ………. and …………..
(Hereinafter referred to as DEF) having offices at ……………….
Subject of ABC Information: Business and technical information including but not limited to its
ideas, products, proposed products, processes, services, capabilities, and materials, or any
information which quantifies, classifies, or identifies any ideas, products, proposed products,
processes, services, capabilities and materials to be employed including
…………………………………………
Subject of DEF Information: Business and technical information including but not limited to its
ideas, products, proposed products, processes, services, capabilities, and materials, or any
information which quantifies, classifies, or identifies any ideas, products, proposed products,
processes, services, capabilities and materials to be employed including
…………………………..
PURPOSE(S) OF DISCLOSURES
To exchange confidential information to enable the parties to discuss possible future
business collaborations relating to the aforementioned business and technology.
The parties anticipate that technical and business information, and/or media samples,
prototype parts or other tangible embodiments of information, may be disclosed or
delivered between the parties, for the above stated Purpose(s), such information and
tangible embodiments constituting confidential information, being considered by ABC
and DEF to be proprietary (and being referred to hereinafter, collectively, as
"PROPRIETARY MATERIAL").
In order to provide for the protection of such Proprietary Material from unauthorized use and
disclosure, the parties hereby agree that the disclosure of such Proprietary Material between
them shall be subject to the following terms and conditions:
1. Both parties agree that all Proprietary Material which relates to the above-stated Subject(s) and
Purpose(s) and which is disclosed to the receiving party by the disclosing party, whether orally,
or in written or other tangible form, will be maintained by the receiving party in confidence,
provided, that:
a) disclosures in writing are expressly marked with a confidential or proprietary legend;
b) Oral disclosures and tangible embodiments in a form other than written are identified
as confidential or proprietary at the time of disclosure or delivery; and
c) Oral disclosures are thereafter reduced to writing and marked with a confidential or
proprietary legend, which writing is thereafter furnished to the receiving party within
thirty (30) days after the oral disclosure.
d) The receiving party may, however, in furtherance of the aforesaid Purpose(s), disclose
such Proprietary Material to its professional advisors, investment committee
participants, and those of its employees and others under its control, all of whom will be
advised of this Agreement and agree to accept the obligations there under.
e) The receiving party further agrees not to reverse engineer any tangible embodiments of
Proprietary Material furnished by the disclosing party, not to disclose any Proprietary
Material to third parties and limit circulation of the Proprietary Material to such
employees and others under its control having a direct "need to know" in connection
with the above mentioned Purpose.
2. The receiving party additionally agrees to take reasonable care to safeguard the confidential
nature of the foregoing Proprietary Material, and such reasonable care shall not be less than the
degree of care used to prevent disclosure of its own proprietary material.
a) However, the receiving party will not be liable for disclosure and use of such
Proprietary Material:
i. if the Proprietary Material is in, or becomes part of, the public domain other
than through a breach of this Agreement by the receiving party;
ii. if the Proprietary Material is disclosed to the receiving party by a third party
who is not known by the receiving party to be subject to any confidentiality
obligation;
iii. if the Proprietary Material is disclosed by the receiving party with the
disclosing party's prior written approval;
iv. If disclosure of the Proprietary Material is required by any judicial order or
decree or by any governmental law or regulation.
v. Further, with respect to such Proprietary Material provided to the receiving
party by the disclosing party, or rule of any stock exchange the receiving
party shall not be liable for disclosure and use thereof if such Proprietary
Material was of record in the files of the receiving party at the time of its
disclosure to the receiving party by the disclosing party or if such Proprietary
Material is developed by the receiving party completely independently of the
disclosing party's Proprietary Material.
3. Prior to disclosure to any third party of any Proprietary Material to which the receiving party
determines the obligations of confidentiality, non-use and non-disclosure do not apply pursuant
to this Agreement, the receiving party shall provide thirty (30) days' prior written notice to
disclosing party of the intent to disclose such Proprietary Material, stating the grounds upon
which the exception is claimed and providing documentation in support thereof. The receiving
party shall limit the scope of disclosure to only the portion of the Proprietary Material not
protected.
4. Proprietary Material identified and disclosed as provided in this Agreement shall be held in
confidence for a period of …………years from the date of disclosure. During such period, such
Proprietary Material shall be used only for the Purpose(s) stated above. Neither party acquires
any intellectual property rights under this Agreement, except the limited rights to carry out the
Purpose(s) above stated.
5. Each party understands that the other is developing and acquiring technology for its own
products, and that existing or planned technology independently developed or acquired by that
party may contain ideas and concepts similar or identical to those contained in the disclosing
party's proprietary information. The disclosing party agrees that entering this Agreement shall
not preclude the receiving party from developing or acquiring technology similar to the
disclosing party's, without obligation to the disclosing party, provided the receiving party does
not use the disclosing party's proprietary information to develop such technology.
6. All Proprietary Material received and identified in accordance with this Agreement shall remain
the property of the disclosing party and shall be returned or destroyed upon request except that
the receiving party may keep one copy of such proprietary material for its legal files which shall
remain subject hereto.
7. Nothing contained herein shall be construed as a right or license, express or implied, under any
patent or copyright, or application therefore, of either party by or to the other party.
8. Each disclosing party warrants that it has the right to make disclosures under this Agreement.
NO OTHER WARRANTIES ARE MADE BY EITHER PARTY. ALL PROPRIETARY
MATERIAL IS PROVIDED "AS IS".
9. The receiving party agrees that no technical data furnished to it by the disclosing party shall be
exported from the …………without first complying with all requirements of the concerned
rules and regulations, including the requirement for obtaining any export license, if applicable.
The receiving party shall first obtain the written consent of the disclosing party prior to
submitting any request for authority to export any such technical data.
10. This Agreement will be effective as of the date of the signature by the last party to execute this
Agreement, and may be terminated at any time upon written notice by either party;
i. Shall automatically terminate ……..years from its effective date unless terminated
sooner;
ii. Does not obligate either party to deliver a purchase order for the performance of any
service or for the supply of any article whatsoever;
iii. Does not obligate either party to perform any service or to furnish any proposal or
comments;
iv. Does not obligate either party to disclose Proprietary Material to the other; and
v. Will be binding upon the parties hereto and their successors, assignees, or personal
representatives as the case may be. Any termination of this agreement shall not relieve
the receiving party of any obligations herein incurred prior to the date of such
termination or to be performed subsequent to the date of such termination.
11. The terms and conditions herein constitute the entire agreement and understanding of the parties
and shall supersede all communications, negotiations, arrangements and agreements, either oral
or written, with respect to the subject matter hereof. No amendments to or modifications of this
Agreement shall be effective unless reduced to writing and executed by the parties hereto. The
failure of either party to enforce any term hereof shall not be deemed a waiver of any rights
contained herein.
12. This Agreement shall apply to any Proprietary Material that may have been provided to either
party prior to the effective date hereof.
13. No rights or obligations other than those expressed and recited herein are to be implied from
this Agreement. No other existing Agreement between the parties, if any, are modified or
terminated by this Agreement. No warranty or representation is made by either party hereto that
any information transmitted by it hereunder is patentable or copyrightable, or that any such
information involves concepts or embodiments that are free of infringement of other rights.
Neither party hereto shall be obligated to prosecute any such action or bring any suit against any
person not a party hereto for infringement. Neither party shall indemnify the other party hereto
for any liability resulting from infringement of patent, copyright or trademark of a third party
caused by the use of any Proprietary Material transferred pursuant to the Agreement. Neither
party hereto confers the right to the other to use in advertising, publicity, or otherwise any
trademark or trade name of the other party, nor confers any authorization to the other party to
act as an agent on its behalf for any purpose
14. This Agreement shall be governed and interpreted in accordance with the laws of the …...
without giving effect to its internal principles of conflict of law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in
duplicate.
ABC DEF
Date: …………………………………………………………….
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
HIRE PURCHASE AGREEMENT
BETWEEN
JAMES AYODEJI
(Owner)
AND
RUFAI HARUNA
(Hirer)
IN RESPECT OF ………………………………………………………………….
REGISTRATION NO:
…………………………………………………………….
BETWEEN
And
WHEREAS
The hirer is desirous to purchase a motorcycle and he has approached the Owner to hire
and sell the motorcycle to him.
The Owner after satisfying about the creditworthiness of the hirer, has requested the
hirer to purchase the motorcycle more particularly described in the Schedule hereto
(hereinafter called the said motorcycle), in order to let the same to the hirer under a hire-
purchase agreement.
The owner has acquired the said motorcycle from the dealer for the abovementioned
purpose and in consideration of the above, the owner has agreed to give on hire to
purchase to the hirer in accordance with the terms of hire-purchase agreement.
1. The owner shall let and the hirer shall hire the motorcycle more particularly described in
the Schedule on the following terms and conditions.
2. The hirer shall pay to the owner on the execution of the agreement for the option to
purchase herein contained the sum of................................ on a weekly basis for a period
of ……………. weeks by way of rent for the hire of the said car, the first payment to be
made on the ............. day of ......................................... 20….. and each subsequent
payment on a weekly basis until the agreement sooner expires or determined.
3. The hirer during the continuance of the hiring, will not sell, assign, pledge, mortgage,
underlet, lend or part with the possession of the said motorcycle or otherwise deal with
the said motorcycle and will not take the same out of the city of ................... without the
previous consent in writing of the owner.
4. The hirer during the continuance of the hiring shall keep the said motorcycle in good
repair condition and working order (reasonable wear and tear excepted) and will permit
the owner, his servants or agents to have access to the said motorcycle for the purpose of
inspecting the condition thereof. The hirer shall pay all license fees, road tax, fees and
duties payable in respect of the said motorcycle.
5. The hirer may at any time terminate the hiring by returning the said motorcycle at his
own cost and risk to the owner at his place of address for the time being.
6. If the hirer default in payment of any weekly sum payable hereunder for ............ days
after the same shall have become due or fail to observe the terms and conditions of this
agreement or if the hirer becomes bankrupt or a receiver is appointed for his property or
if distress or execution is levied against his property or if the hirer shall do or cause to be
done or permit or suffer any act or thing whereby the owner's rights in the said car may
be prejudiced or put in jeopardy, the owner may without prejudice to the owner's claim
for arrears of hire or damages for breach of this contract, terminate the hiring without
notice and retake possession of the said motorcycle and it shall be lawful for the owner,
his agents or servants to enter upon any premises where the said motorcycle may be and
seize and take possession thereof and on determination of the hiring as aforesaid the
hirer will remain liable for the arrears of hire, payment or for damages for breach of this
agreement and the owner may enforce such claim by action or otherwise.
7. The hirer shall use the said motorcycle for commercial purpose only and will not allow
the same to be used for private purpose.
8. The hirer has examined or has caused to be examined the said motorcycle and satisfied
himself as to its condition and running and no warranty is implied on the part of the
owner as to the quality or state of the motorcycle as to its fitness for any purpose,
whatsoever.
9. The hirer will be liable to pay all taxes, rates, levies, license fees or any other charges,
fines or imposition levied by the Government or local body or other authority in respect
of the said motorcycle and on this transaction.
10. The motorcycle shall continue to be registered in the name of the owner and the hirer
shall not affect any change to be made to the ownership until completion of installment
payment
11. The agreement is personal to the hirer and the rights of the hirer shall not be assignable
in favor of third party.
12. If the hirer shall duly perform and observe all the stipulations and conditions in this
agreement contained on his part to be performed and observed and shall pay to the
owner weekly sums by way of rent amounting together with the sum paid for the option
to purchase to the sum of N…............... and shall also pay all other sums of money
which may become payable to him by the hirer under this agreement, the hiring shall
come to an end and the said motorcycle shall become the property of the hirer and the
owner will assign and make over all his rights and interest in the same to the hirer but
until all such payments as aforesaid have been made, the said motorcycle will remain the
property of the owner.
13. Any delay, neglect, indulgence or forbearance on the part of the owner in enforcing any
terms or conditions of this agreement shall not prejudice the strict rights of the owner
hereunder.
14. In consideration of the owner letting the said motorcycle to the hirer as hereinabove, the
surety hereby guarantees the due payment of the rents and all other sums of money
which may become payable by the hirer under these presents and the performance and
observance of the said agreements and conditions by the hirer and the surety agrees that
this guarantee will not be prejudiced by the owner neglecting or for- bearing promptly to
enforce this agreement against the hirer or giving time for the payment of the rents when
due or delaying to take any steps to enforce the observance or performance of the said
agreement.
15. Any notices required to be given herein shall be given to the parties hereto in writing and
by either Registered Post Acknowledgment parties due or by hand delivery at the
addresses above mentioned or at such other addresses as the parties hereto may hereafter
substitute by notice in writing.
16. That upon the payment of the last installment the ownership of the said vehicle shall
automatically pass to the hirer and the owner shall be under obligation to effect change
of ownership and handover originals of all the motorcycle particulars.
17. It is agreed by and between the parties that this agreement shall be subject to the civil
jurisdiction of the Chief Magistrate Court of ……………...
IN WITNESS WHEREOF, the parties have hereunto set and subscribed their respective hands
on the date and year first above written.
SCHEDULE
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
SERVICE AGREEMENT
This Service Agreement is made on this ………. Day of ……………… 20…….
BETWEEN
…………… of ……..………………… (Hereinafter referred to as the "Client");
AND
………… of ……………… (Hereinafter referred to as the "Service Provider").
WHEREAS
a. The Client wishes to retain the services of the Service Provider and is of the opinion that
the Service Provider is qualified to provide the services stated in this agreement.
b. The Service Provider has agreed to provide the services in accordance with the terms
and conditions herein contained in this agreement.
IN CONSIDERATION of the mutual benefits, promises and obligations set forth in this
Agreement, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
1. TERM OF AGREEMENT
This Agreement will commence on the immediate execution of the agreement and shall be
terminated upon completion of the said agreement.
2. POSITION AND SCOPE OF SERVICES
The Client agrees to engage the services of the Service Provider as a Project Manager for
the construction of a gate house, fencing excavation of road, installation of a rolling gate
and all other works that will be carried out relating to the aforementioned on its Property
at…………………………………………
The Service Provider agrees to provide the services as Project Managers on the said
property
3. OBLIGATIONS OF THE SERVICE PROVIDER
The Service Provider undertakes to do as follows:
The Service Provider takes responsibility of Building the fence and, Gate house.
The service provider shall take the obligations of all necessary works in the process of
the construction of the fence and gate house
The service provider does excavation of road onsite
Installing of a rolling gate to be done by service provider
The Service Provider shall provide the services diligently and with due care.
The duties may include such other tasks which the Parties may agree on.
The obligations may from time to time change as agreed upon by the Parties.
4. OBLIGATIONS OF THE CLIENT
The Client shall pay the Service Provider compensation, out of pocket expenses and all
other fees required by providing incidence receipts for expenditures incurred.
The Client shall provide all documents, materials, work tools and equipment necessary
for performance of the services required under this Agreement.
The Client will pay all relevant taxes required under the law.
5. WORK LOCATION AND SCHEDULE
The Service Provider is required to work remotely or onsite.
6. COMPENSATION
As compensation for all the services rendered by the Service Provider under this
Agreement, the Service Provider is entitled to the sum of ₦……… (…………… Naira
Only).
Such compensation will be made in cash and shall be subject to the normal statutory
deductions made by the Client and payment will be made via Bank Transfer
The payment/compensation for the services of the service provider shall be as follows:
i. The payment will be made in three (3) batches based on progress report.
ii. Mobilization fee of ₦700,000 (One hundred Thousand Naira) to be
disbursed before any obligations by the service provider.
iii. The Service Provider shall be entitled to be reimbursed of all incidental and
out-of-pocket expenses reasonably incurred on behalf of the Client, provided
that same have been authorized by the Client prior to being incurred and
with the provisions of appropriate receipts.
7. USE OF SUB-CONTRACTORS
The Service Provider shall be permitted to use or hire any sub-contractor to perform any
part of the services required.
8. TERMINATION OF AGREEMENT
A. This Agreement may be terminated as follows:
At any period after the expiration of the term of this Agreement upon the issuance of
the following period of notice in writing: 2 weeks
By either of the Parties if the other Party commits any material breach of any terms
contained in this Agreement;
By the Client if the Service Provider fails to provide the services required under this
Agreement;
By either of the Parties upon the death of the other Party;
By the Client in the event that the Service Provider engages in any act which amounts
to gross misconduct;
B. Upon termination or expiry of this Agreement, the Service Provider agrees to do the
Following:
Immediately return or to the Client all monies, confidential information, documents,
books, materials and any other property belong to and relating to the Client which is
in the possession of the Service Provider;
Delete any information relating to the business of the Client on any electronic
device, hard disk etc. which is in the possession of the Service Provider;
Not disclose or use any of the Client's trade secret. The Client's shall be entitled to
seek an injunction or any other legal remedy to prevent such disclosure or use.
C. Upon termination, the Client shall pay any compensation up to the date of termination
and any fees falling due for payment for the services rendered by the Service Provider;
9. INDEMNITY
Both Parties shall be indemnified from and against all suits, actions, damages, liabilities,
expenses of any kind what so ever which result from any act or omission of the
indemnifying Party, its employees, successors, agents and assigns which may occur in
connection with this Agreement.
10. CONFIDENTIALITY OBLIGATIONS
The Parties acknowledge that in connection with this Agreement, they may have access
to confidential information and materials, in which case, either of the Parties may be the
receiving and disclosing Party
The Parties hereby undertake to do the following:
i. To keep the confidential information secret at all times;
ii. not to disclose the confidential information or allow it to be disclosed in
whole or in part to any third party without the prior consent of the other
Party;
iii. To take proper and reasonable measures to ensure the confidentiality of the
confidential information
The Parties agree to use the confidential information solely for the purpose for which the
information was provided. Except as provided herein, no Party shall at any time, during
or after the termination of this Agreement do as follows:
i. use the confidential information except as expressly authorized by the other
Party in writing;
ii. Disclose, or permit the disclosure of the confidential information except to
such authorized persons as are necessary to receive or evaluate the
confidential information;
iii. Transfer or part with possession of the whole or any part of the confidential
information.
The Parties shall not use, disclose or permit the disclosure by any person of the
confidential information for the benefit of any third party.
This confidential obligations apply to all confidential information whether provided to
the Parties before, on or after the date of this Agreement and the obligations of the
Parties shall continue to be in force for the following period: 5 years.
11. INTELLECTUAL PROPERTY OWNERSHIP
All intellectual property and related materials which includes but not limited to
trademarks, trade secrets, goodwill, patents, copyrights or other materials created,
developed or produced by the Service Provider during the period of engagement with the
Client shall be the sole property of the Client and the Client shall be granted unfettered
access and use of any intellectual property created under this Agreement.
The Service Provider may not use the intellectual property for any purpose other than the
provision of the service in connection with this Agreement.
The Service Provider may not permit the use of the intellectual property and shall be
responsible for any damages resulting in the unauthorized use of the intellectual
property.
12. REMEDIES FOR BREACH OF CONTRACT
It is hereby agreed that the terms of this Agreement are fundamental terms of contractual
relationship between the Parties. Accordingly, a breach of the terms of this Agreement
by the Service Provider would occasion financial and other damages and losses to the
Client.
Upon the occurrence of a breach by Service Provider, the Client shall be indemnified of
all the loss, damages incurred by the Client and the Client shall have the right to
terminate this Agreement.
13. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the
Federal Republic of Nigeria.
14. JURISDICTION
Both parties agree that the ……………. Courts of the Federal Republic of Nigeria shall
have the exclusive jurisdiction to settle any dispute or claim in connection with this
Agreement.
15. ENTIRE AGREEMENT
This Agreement and any other document referred to in this Agreement, constitutes the
entire agreement between the parties and supersede any prior written or oral agreement
made between them.
16. ASSIGNMENT
No Party shall assign any of its obligation or duties under this Agreement, without the
prior written consent of the other Party.
17. WAIVERS
Failure to exercise any right in this Agreement shall not operate as a waiver. The right or
remedies herein provided are cumulative and not exclusive of any right or remedies
provided by law.
18. NOTICES
All notices under this Agreement must be given in………... The notices must be
delivered personally or mailed by a certified mail to the other party at the address written
in this Agreement or that other party's attorney.
19. ENUREMENT
This Agreement will enure the benefit of and be binding on the Parties and their
respective heirs, executors, administrators and permitted successors and assigns
20 VARIATION
No part of this Agreement shall be varies or terminated except such variation is agree
and signed by both Parties.
21. SEVERABILITY
Every provision in this Agreement is intended to be severable. If any provision is invalid
for any reason whatsoever, such invalidity shall not affect the validity of other clauses in
this Agreement.
22. COUNTERPARTS
This Agreement may be executed in several counterparts, all of which constitutes a
single agreement between the Parties.
IN WITNESS WHEREOF the parties have duly executed this Agreement this day and year
first written above.
SIGNED by the within named ____________________________________
In the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
PERSONAL LOAN AGREEMENT
This Personal Loan Agreement (“Agreement”) is made on………………..…. 20…
BETWEEN:
AND
……………., with a Street Address of ………., City of…….. State of……….. Zip Code of
……………….. (“Lender”).
3. PAYMENT; The Loan Amount shall be due and payable, including the principal and
any accrued interest, under the following re-payment plan:
Weekly payment of $.......... beginning on…………, 20…. and to be paid every
seven (7) days until the balance is paid ending on …………..…, 20…...
In the alternative a lump sum of $................ to be paid on ………., 20………...
Other: ……………………………………………………….
4. All payments made by the Borrower are to be applied first to any accrued interest and
then to the principal balance.
6. LATE FEE. If any payment is …. day(s) late, the Lender shall Charge a late fee of
……%
Without prejudice to the lender’s right in the above section lender may wave the
payment of a late fee.
7. SECURITY: The Loan Amount under this Agreement shall be: (check one)
The Security may not be sold or transferred without the Lender’s consent until
the Due Date. If Borrower breaches this provision, Lender may declare all sums
due under this Agreement immediately due and payable, unless prohibited by
applicable law.
The Lender shall have the sole-option to accept the Security as full-payment for
the Borrowed Money without further liabilities or obligations.
If the market value of the Security does not exceed the Borrowed Money, the
Borrower shall remain liable for the balance due while accruing interest at the
maximum rate allowed by law.
8. PREPAYMENT. The Borrower has the right to pay back the loan in-full or make
additional payments, at any time, without penalty.
a.) Borrower’s failure to pay any part of the principal or interest as and when due
under this Agreement; or
b.) Borrower’s becoming insolvent or not paying its debts as they become due.
a.) This includes any rights of possession in relation to the Security described in
Section VII.
13. WAIVER BY BORROWER. All parties to this Agreement, including the Borrower
and any sureties, endorsers, and guarantors hereby waive protest, presentment, notice of
dishonor, and notice of acceleration of maturity and agree to continue to remain bound
for the payment of principal, interest and all other sums due under this Agreement
notwithstanding any change or changes by way of release, surrender, exchange,
modification or substitution of any security for this Agreement or by way of any
extension or extensions of time for the payment of principal and interest; and all such
parties waive all and every kind of notice of such change or changes and agree that the
same may be made without notice or consent of any of them.
14. SUCCESSORS. This Agreement is a promise of the Borrower and shall bind
themselves including the Borrower’s successors, heirs and assigns; provided, however,
that Lender may not assign any of its rights or delegate any of its obligations hereunder
without the prior written consent of the holder of this Agreement.
15. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of …………………………… (“Governing
Law”).
16. EXPENSES. In the event any payment under this Agreement is not paid when due, the
Borrower agrees to pay the Lender, in addition to the principal and interest hereunder,
reasonable attorneys' fees if the Lender must hire legal counsel to assist in retrieving the
Borrower’s outstanding balance. Said attorneys’ fees shall accumulate interest starting
from the date paid. Said interest rate shall not equal the maximum usury rate in the State
of Governing Law. The Borrower may be reasonable for any other reasonable expenses
incurred by Lender in exercising any of their rights and remedies upon default
18. ENTIRE AGREEMENT. This Agreement contains all the terms agreed to by the
Borrower and Lender relating to its subject matter including any attachments or
addendums. This Agreement replaces all previous discussions, understandings, and oral
agreements.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the undersigned
dates written below.
Borrower’s Signature: …………………………… Date ………………………….
Name: ……………………………
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
CONSULTING AGREEMENT
This Consulting Agreement is made on ……… of ……. 20…. ,
By and between
…………………………of………………………, located in the Country of …………… and
…….………………………….. of ……………………….
For the purpose of this Agreement, the party contracting to receive consulting services
shall be referred to as the "Client" and the party providing said services shall herein be
referred to as the "Consultant."
The Consultant has a background in and is agreeable to provide consulting services to
the Client based on this background. The Client shall remain solely responsible for the
making of all decisions.
The Client is mutually agreeable to receiving the consulting services provided by the
Consultant.
DESCRIPTION OF SERVICES
Beginning on, shall provide to the following services (collectively the "Services"):
PERFORMANCE OF SERVICES
The exact number of hours and the manner in which the Consultant shall provide the
Services shall be determined and set by the Consultant.
The Client however, shall rely on the Consultant to work as many hours as may be
deemed necessary and reasonable to fulfill the Consultants obligations under this
Agreement.
RETAINER
The Client shall be responsible to pay to the Consultant a retainer for Services in the
amount of $.........................
The retainer shall be payable in advance and due and payable upon the signing of this
Agreement, and is non-refundable.
PAYMENT
Consultant services shall bill first to the retainer provided and upon depletion of said
retainer, the Client shall be invoiced for additional services/fees, if any.
The Client, upon receipt of the invoice, shall make prompt and immediate payment by
way of within days after receipt of invoice.
REPRESENTATIONS
The Consultant, and their Sub-consultants, represents that it is qualified to perform the
services and that they possess the necessary licenses and/or permits as may be required.
The Consultant represents that all services shall be performed in a professional manner
and shall conform to all the standards of practices of similar, successfully completed
projects by other consultants within the same field.
The Consultant agrees that if the services are not satisfactorily performed, in addition to
all of its obligations contained under this Agreement and at law, the Consultant shall re-
perform or replace unsatisfactory services at no additional expense to the Client.
The granting of certification shall in no way waive or limit the certification obligation
required in this paragraph or lessen the liability of the Consultant to re-preform or
replace unsatisfactory services, including, but not limited to cases where the
unsatisfactory character of such work may not have been apparent or detected at the time
of such payment, inspection, review or approval.
Nothing contained within this paragraph shall be construed or constitute a waiver or
limitation of any right or remedy, whether in equity or at law, which the Client or
Consultant may have in accordance with this Agreement or any applicable law. All
rights and remedies of the Client, despite whether under this Agreement or other
applicable law, shall be cumulative.
INDEMNICATION BY CONSULTANT
To the fullest extent permitted by law, the Consultant shall defend, indemnify and hold
harmless the Client, its agents, officers, departments, representatives and employees
(herein referred to collectively as "Indemnitee") from and against any and all claims,
loss, cost, damage, injury, including without limitation, injury to or death of an
employee of the Consultant or its Sub-consultants, expense and liability of every kind,
nature and description that arise out of, may pertain to or relate to the negligence,
recklessness, or willful misconduct of the Consultant, any Sub-consultant, anyone
directly or indirectly employed by the Consultant, or anyone under the control of the
Consultant (collectively known as "Liabilities"). Such obligations to defend, hold
harmless and indemnify any Indemnitee shall not apply to the extent that such Liabilities
are caused in whole or in part by the sole negligence, active negligence, or willful
misconduct of such Indemnitee, but shall apply to all other Liabilities.
With respect to third party claims against the Consultant, the Consultant shall waive any
and all rights of any type of express or implied indemnity against the Indemnitee other
than for Liabilities that are caused in whole or in part by the sole negligence, active
negligence or willful misconduct of such Indemnitee.
INSURANCE
Prior to the execution of this Agreement, the Consultant, upon the request of the Client,
shall furnish satisfactory proof of insurance that they have purchased for the entire
period covered by this Agreement, as further defined below and in such form and issued
by an insurance carrier that shall be deemed satisfactory by the Client and authorized to
do business in the County and State where the Client is located.
General Liability Insurance
The Said insurance policy shall be written on an "occurrence" basis, which shall provide
coverage for bodily injury, death, and property damage resulting from operations,
products liability, blasting, explosion, collapse of building(s) or structures, damage to
any underground structures and utilities, liability for slander, false arrest, and invasion of
privacy arising out of negligence, disclosure of confidential, intellectual or proprietary
information, personal and advertising liability, of not less than $............. general
cumulative and $...... per each occurrence, subject to a deductible of not more than
$........ payable by the Consultant.
Worker's Compensation Insurance
The Consultant shall be required to provide full worker's compensation insurance for all
person with whom the Consultant may employ to assist in the work/services provided to
the Client by the Consultant pursuant with the "Worker's Compensation Insurance and
Safety Act," and any and all Acts amendatory or supplemental thereto. The worker's
compensation policy shall include Employer Liability Insurance with limits of not less
than $..........per each accident.
Professional Liability Insurance
The Consultant shall provide and maintain insurance policy specific to the requirements
contained within this Agreement, with limits of not less than $1,…….. per claim with
respect to negligent acts, errors or omissions in connection with professional services to
be provided herein under this Agreement, and any deductible not to exceed $......... per
claim, with no exclusion for claims of one insured against another insured.
Insurance Terms, Conditions and Provisions
The Client and its directors, officers, partners, representatives, employees, consultants,
Sub-consultants and agents, shall be named as additional insured's, but only with respect
to any liability arising out of such activities of the named insured, and there shall be a
waiver of subrogation as to each named and additional insured.
Any and all policies shall apply separately to each insured against person said claim is
made or suit filed except with respect to the limits of the Client's liability.
Any written notice of cancellation, non-renewal or for any material change in the policy
itself shall be mailed to the Client within thirty (30) days advance of the effective date of
change, non-renewal or cancellation.
The Certificate of Insurance and Endorsements shall have clearly typed thereon the title
of the Agreement, shall clearly describe the coverage and shall contain a provision
requiring the giving of written notice as described in the above paragraph Should and an
application for extension of time be made, then the Consultant shall submit proof that
said insurance policies shall be in effect during throughout the additional requested
period of time.
There shall be nothing contained herein that shall be construed or interpreted as a
limitation in any way to the extent to which the Consultant or any of their acceptable
Sub-consultants may be held responsible for payment of damages resulting from their
work/services.
Should the Consultant fail to maintain the required insurance, the Client reserves the
right to take out such insurance, and deduct said amount of the premium from any such
sum that may be due and payable to the Consultant under this Agreement.
EXPENSES
The Company shall reimburse the Consultant for the following out of pocket expenses:
SUSPENSION OF WORK
At any time, the Client may, without cause, order the Consultant, by way providing
day’s prior written notice, to suspend, delay or interrupt work or services pursuant to this
Agreement, in whole or in part, for such periods of time as the Client, at its sole
discretion, may deem fit or necessary.
Any such suspension shall be affected by the delivery of a written notice to the Client of
said suspension specifying the extent to which the performance of the work or services
under this Agreement is suspended, and the date upon which the suspension becomes
effective, which shall be no less than seven (7) calendar days from the date of the notice
of suspension is delivered. The suspension of work and/or services shall be treated as an
excusable delay.
INTELLECTUAL PROPERTY
With respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and
patents (collectively, "Intellectual Property"), the following provisions shall apply:
Client's Intellectual Property
Interest in the Intellectual Property that may be described on the attached Exhibit A is
not subject to this Agreement.
Development of Intellectual Property
Any improvements to Intellectual Property items not listed on Exhibit A, further
inventions or improvements, and any new items of Intellectual Property discovered or
developed by the Consultant or their Sub-consultant, if any, during the term of this
Agreement shall be the property of………..
The Consultant shall sign all documents necessary to protect the rights of the Client in
such Intellectual Property, including the filing and/or prosecution of any applications for
copyrights or patents. Upon request, the Consultant shall sign all documents necessary to
assign the rights to such Intellectual Property to the Client.
DISPUTES
In the event that any question should arise with regards to the meaning and intent of this
Agreement, the question shall, prior to any other action or legal remedy being taken, be
referred to the Client or the manager and a principal of the Consultant who shall decide
the true meaning and intent of this Agreement. Such referral may be initiated through a
written request from either party, and then a meeting between the Client and principal of
the Consultant shall take place within five (5) days of the written request.
The Consultant shall continue their work and/or services performed throughout the
course of any and all disputes, and the Consultant's failure to continue said work and/or
services during any and all disputes shall be considered a material breach of this
Agreement, provided the Client continues to make payments to the Consultant for
undisputed work completed by the Consultant.
The Consultant further agrees that should they stop work due to a dispute or disputes,
any and all claims, whether in law or in equity that the Consultant may have against the
Client, their officers, agents, Representatives, and employees, whether such claims are
pending, anticipated or otherwise, shall be deemed to have been waived and forever
barred.
SUPPORT SERVICES
The Client shall provide the following necessary support services for the benefit of the
Consultant:
1.
RELATIONSHIP OF PARTIES
It is understood by all parties to this Agreement that the Consultant is an independent
contractor and not an employee of the Client.
The Client to this Agreement is not responsible and is not providing any fringe benefits,
including, but not limited to any health insurance benefits, paid vacation, retirement plan
or any other benefit to the Consultant.
EMPLOYEES
The Consultant's employees, should there be any, who may perform services for the
Client under this Agreement shall be bound by all the provisions, terms and conditions
of this Agreement.
REMEDIES
Should the Consultant, or Sub-consultant, at any time, violate any of the covenants or
provisions set forth in this Agreement, the Company reserves the right to immediately
terminate Agreement, and terminate all its obligations to make any further payments
under this Agreement. The Consultant, and/or Sub-consultant, acknowledges that the
Client/Company could incur permanent and irreversible damage and injury through a
violation of the terms, conditions and provisions of the Agreement, and as such agrees,
that the Client/Company shall be entitled to any legal remedy or injunction, as may be
deemed appropriate by Company or Court of Law, from any actual or threatened breach
of this Agreement.
LIABILITY
Notwithstanding any other term, condition or provision of the Agreement, in no event
shall the Consultant be liable, regardless of whether any claim is based on contract or
tort, for any special or consequential, indirect or incidental damages, including, but not
limited to, lost profits or revenue, arising out of or in connection with this Agreement or
the services performed in connection with this Agreement or for any claims which may
be brought against the Client/Company.
RETURN OF RECORDS
Upon the termination of this Agreement, the Consultant shall deliver any and all records,
notes and data of any nature which may be in the possession of the Consultant or may be
under the control of the Consultant and of which are and shall remain the property of and
relate to the Client's business.
NOTICES
Any and all notices that may be deemed necessary, permitted and/or required hereunder
this Agreement shall be made in writing and shall be deemed delivered when said notice
is delivered in person or deposited in the ……… States mail, postage prepaid and
addressed to either party and address provided herein.
The said address may be changed from time to time by either party by written notice to
the other party in the manner set for above.
SEVERABILITY
Should any term, condition, or provision of this Agreement be deemed or held to be
invalid or unenforceable for any reason, those remaining terms, conditions and
provisions shall remain valid and enforceable.
Should a court of law determine that any term, condition or provision of this Agreement
is invalid or unenforceable, but that by limiting such term, condition or provision it
would become valid and enforceable, then such term, condition and/or provision shall be
deemed to be written, construed and enforced as so limited.
VENUE/APPLICABLE LAW
This Agreement shall be deemed to have been executed in……………… , of which the
formation, interpretation and performance of this Agreement shall be governed by the
laws of the State of………… , excluding its conflict of laws. The venue for all litigation
relative to the formation, interpretation and performance of this Agreement shall be in
the County of, and located in the State of……………………. .
This Agreement shall be executed in duplicate. One duplicate of the original shall be
retained by the Client and one duplicate shall be provided to the Consultant.
IN WITNESS WHEREOF, the undersigned have read, understand and accept this
Agreement, and by signing this Agreement, all parties agree to all of the aforementioned terms,
conditions and provisions contained within this Agreement.
__________________________________________
()
___________________________________________
()
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
CONTINGENCY FEE AGREEMENT
1. The undersigned Client hereby retains the Attorney in regard to the following(“Legal
Matter”):
3. It is understood and agreed that the Client will pay to the Attorney the following fee for the
Legal Matter to be rendered:
____% of any and all sums recovered by way of settlement prior to instituting a
lawsuit; or
____% of any and all sums recovered either as a result of a trial or by way of
settlement after a lawsuit has been filed; or
____% of any and all sums recovered if any judgment is appealed, either on
behalf of the Client or by any adverse party, or if garnishment or any proceeding
after judgment has to be brought to collect the judgment or any portion thereof;
or
____% of any and all sums recovered if the matter is the subject of a retrial as
ordered by a trial or appellate court.
4. In the event that the Client at any point desires to change attorneys or otherwise requires the
Attorney to withdraw from the case, the Attorney shall be entitled to fees from the Client on
the percentage (…..%) basis set forth in this Agreement based upon any settlement offered
by the opposing party prior to the date of withdrawal; or, if no settlement offer has been
made, the Attorney's hourly rate of $__________/Hour shall be paid.
5. The Client directs the Attorney not to withdraw from this matter unless he has been paid the
larger of the two (2) possible fees or arrangements for the said payment has been made to
their satisfaction.
6. The Client agrees to give the Attorney a lien on the claims or causes of action and on a sum
recovered by way of settlement and on any judgment that may be recovered thereon to the
extent of the amounts herein provided as the Attorney's fees and other fees, charges, and
expenses incurred. It is further agreed that the Attorney shall have all general, possessory, or
retaining liens, and all special or charging liens known to the common law or available
under law.
7. The Client has the ultimate right to decide whether or not an offer of settlement is
satisfactory.
8. It is agreed that the primary purpose the Client has agreed to the services of the Attorney is
that the Client believes the Attorney's background and experience offer the best chance to
reach a fair and equitable settlement. It is therefore agreed that if, at any time, the Client and
the Attorney cannot agree as to the settlement of the case, then in that event, the Attorney
may withdraw from the case and will be paid their fees to the date of withdrawal as is
provided herein. Said fees shall be a lien on the case and any party at interest may be so
informed.
9. in the event a settlement proposal is made to the Client with the affirmative recommendation
of the Attorney, the Attorney shall have the right, if such settlement proposal is rejected by
the Client, to be paid for all services rendered by the Attorney, calculated on the basis of
actual work hours expended at the hourly rate mentioned in Section 5 and for all other fees,
charges, and expenses incurred.
10. The Attorney agrees to notify the Client whenever an offer of settlement or compromise is
received by the Attorney, and to inform the Client of the amount of that offer, and the
recommendation of the Attorney as to the acceptability thereof. In addition, the Client agrees
to make no compromise or settlement in the matter without the approval of the Attorney.
The Client agrees to notify the Attorney whenever an offer of settlement or compromise is
received by the Client, and to inform the Attorney of the amount and the terms of any such
offer.
11. The Client hereby authorizes the Attorney to thoroughly investigate the facts and laws
relative to the Legal Matter. Upon the conclusion of such investigation, the Attorney shall
have the discretionary right to determine that it is not feasible to pursue the Legal Matter,
and upon notification to the Client of such determination the Attorney shall be entitled to
withdraw from any further representation of the Client pursuant to this Agreement. In such
an event, no legal fees shall be payable to the Attorney, but the Client agrees to promptly
pay the Attorney for all other fees, charges, and expenses incurred pursuant to the above
prior to the date of such withdrawal.
Client’s Signature _____________________________ Date ____________
Name _____________________________
Name _____________________________
…………………………………………………………
{THE INVESTOR}
And
…………………………………………………….
{THE FOUNDERS}
And
…………………………………………….
{THE COMPANY}
And
……………………………………
{OTHERS}
INVESTMENT AGREEMENT
Relating to
[COMPANY NAME]
1. The persons whose names and addresses are set out in Part… of Schedule 1 (the
“Founders”);
2. SBC BERLIN LTD, incorporated and registered in …………. with company number
………….. whose registered office is at …………………………….(the “Investor”);
3. The Persons whose names and addresses are set out in Part 3 of Schedule 1 (the “ Other
Shareholders”); ]and
4. [FULL COMPANY NAME] incorporated and registered in …………….. with company
number [NUMBER] whose registered office is at [ADDRESS] (the “Company”).
RECITALS
a. The Company was incorporated on [DATE] and is a company limited by shares, brief
particulars of which are set out in Schedule 2.
b. The Founders are interested in the number of shares set out against their respective
names in column 3 of Part 1 of Schedule 1.
c. The Investor has agreed to subscribe for shares in the capital of the Company on, and
subject to, the terms of this agreement.
d. The Investor has agreed to provide the Company with a non-refundable grant of €[…,
…], the first half of which will be paid by …………. to the Company on or around the
date of this agreement and the second half of which will be paid by ………..to the
Company within 6 weeks of the Company ………………….
e. [Prior to the date of this agreement, [OLD COMPANY NAME] transferred to the
Company all underlying intellectual property rights to particular assets owned or used by
them in connection with the provision of [DESCRIPTION OF BUSINESS] pursuant to
an asset transfer agreement dated [DATE]
IT IS HEREBY AGREED
1. INTERPRETATION
a. The definitions and rules of interpretation in this clause apply in this agreement.
“Articles” the new articles of association of the Company in the agreed form to be adopted by
the Company on or prior to Completion.
“Board” the board of directors of the Company as constituted from time to time.
“Business Day” a day (other than a Saturday, Sunday or public holiday) when clearing banks in
the City of London are open for the transaction of normal banking business.
“Completion” completion by the parties of their respective obligations under clause 3.
“Completion Date” the date of Completion.
“Costs” any liabilities, losses, damages, awards, costs (including legal fees), claims and
expenses.
“Deed of Adherence” the deed of adherence in the form set out in Schedule 4.
“Employee Share Option Plan” any employee share option plan adopted by the Company.
“Encumbrance” any mortgage, charge, security interest, lien, pledge, assignment by way of
security, equity claim, right of preemption, option, covenant, restriction, reservation, lease, trust,
order, decree, judgment, title defect (including retention of title claim), conflicting claim of
ownership or any other encumbrance of any nature whatsoever (whether or not perfected) other
than liens arising by operation of law.
“Founders” the persons listed in column 1 of Part 1 of Schedule 1.
[“Group” collectively the Company and the Subsidiary (and “Group Company” shall be
construed accordingly).]
“Independent Expert” has the meaning given in the Articles.
“Intellectual Property” patents, rights to inventions, utility models, copyright, trademarks,
service marks, trade, business and domain names, rights in trade dress or get-up, rights in
goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer
software, database rights, topography rights, moral rights, rights in confidential information
(including
Know-how and trade secrets) and any other intellectual property rights, in each case whether
registered or unregistered and including all applications for and renewals or extensions of such
rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Investor the prior written consent of the Investor.
Consent”
“Investor Shares” the [NUMBER] new Ordinary Shares at a price of [£][€][1.00] per Investor
Share to be subscribed by the Investor pursuant to clause 2.1 following the Investor’s
investment of an aggregate of [£][€] [6.00]. The Investor Shares represent 6% of the issued
share capital of the Company immediately following the investment.
“Investor” …………….. Ltd, further details of which are set out at Part 2 of Schedule 1.
“New Securities” has the meaning given in clause 9.2.
“Ordinary Shares” the ordinary shares of [£][€][1.00] each in the capital of the Company,
which have the rights set out in the Articles.
“Permitted Transferee has the meaning given in the Articles.
“Relevant Area” the United Kingdom [and [TBC - to insert other relevant jurisdictions]].
“Resolutions” the resolutions, in the agreed form, to be passed by the Company by
shareholders' written resolution.
“Restricted Period” means the period of 12 months immediately following the cessation of a
Founder working full-time in the business of the Company (whether or not he still remains as a
director or shareholder of the Company).
“Shareholders” a holder of shares in the Company from time to time, including any person
who is (or becomes) a party to this agreement by executing a Deed of Adherence.
[“Subsidiary” The subsidiary of the Company named in Schedule 2 Part 2]
“Undervalue Funding Round” has the meaning given in clause 9.2.
“Warrantors” the Company and the Founders.
b. Clause, schedule and paragraph headings shall not affect the interpretation of this
agreement.
c. A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality) and that person's legal and personal representatives,
successors and permitted assigns.
d. The schedules form part of this agreement and shall have effect as if set out in full in the
body of this agreement. Any reference to this agreement includes the schedules.
e. A reference to a company shall include any company, corporation or other body
corporate, wherever and however incorporated or established.
f. Words in the singular shall include the plural and vice versa.
g. A reference to one gender shall include a reference to the other genders.
h. A reference to a statute, statutory provision or subordinated legislation is a reference to it
as it is in force from time to time, taking account of any amendment or reenactment and
includes any statute, statutory provision or subordinate legislation which it amends or re-
enacts; provided that, as between the parties, no such amendment or re-enactment shall
apply for the purposes of this agreement to the extent that it would impose any new or
extended obligation, liability or restriction on, or otherwise adversely affect the rights of,
any party.
i. Any reference to an English legal term for any action, remedy, method of judicial
proceeding, legal document, legal status or legal concept is, in respect of any jurisdiction
other than England and Wales, deemed to include what most nearly approximates in that
jurisdiction to the English legal term.
j. A reference to writing or written includes e-mail.
k. Any obligation in this agreement on a person not to do something includes an obligation
not to agree or allow that thing to be done.
l. Documents in agreed form are documents in the form agreed by the parties and
initialled by or on behalf of them for identification.
m. A reference to a document is a reference to that document as varied or novated (in each
case, other than in breach of this agreement) at any time.
n. Any phrase introduced by the terms “including”, “include”, “in particular “or any
similar expression shall be construed as illustrative and shall not limit the sense of the
words preceding those terms.
o. References to clauses and schedules are to the clauses and schedules of this agreement;
references to paragraphs are to paragraphs of the relevant schedule.
p. References to times of day are to that time in London, England and references to a day
are to a period of 24 hours running from midnight.
q. Unless the context otherwise requires, words and expressions defined in the Articles
shall have the same meaning when used in this agreement.
2. INVESTMENT
a. Subject to clause 3, the Investor applies for the allotment and issue to it of [NUMBER]
Investor Shares, at a subscription price of [£][€][1.00] per Investor Share, payment for
which shall be made in accordance with clause 3.2.1:
b. Completion of the investment shall take place on the Completion Date.
c. The Company warrants to the Investor that, on the date of this agreement and on the
Completion Date, the Company shall [, subject to passing the Resolutions,] be entitled to
allot the Investor Shares to the Investor on the terms of this agreement, without the
consent of any other person.
d. Each Founder agrees to vote in favor of the Resolutions and hereby irrevocably waives
or will provide the waiver of all and any pre-emption rights that he or his nominees may
have under the Company's articles of association or otherwise, so as to enable the issue
of the Investor Shares to proceed.
e. The Investor may direct that the Investor Shares are issued and registered in the name of
any nominee or custodian holding such shares on its behalf as bare nominee.
2. COMPLETION
a. Completion of the investment by the Investor for the Investor Shares shall take place at
the …………………………………….. on the Completion Date (or at such other time
and place as the Company and the Investor shall agree) when the events set out in clause
b below shall take place in such order as the Investor may require.
b. The following events shall occur on the Completion Date:
1. the Investor shall pay the Company [£][€][ • ] in respect of the Investor Shares
in accordance with clause 2.1 by electronic transfer to the Company's bank
account at [NAME OF BANK], [SORT CODE], account number [NUMBER].
Payment made in accordance with this clause 2.b.1 shall constitute a good
discharge for the Investor’s obligations under this sub-clause b;
2. The passing of resolutions of the Shareholders to:
i. adopt the Articles
ii. [increase the authorised share capital of the Company from [£][€]
[AMOUNT] to [£][€][●];]
iii. [re-designate each [CLASS] share of [£][€][AMOUNT] in the capital of
the Company as [NUMBER] Ordinary Shares of [£][€][AMOUNT] in
the capital of the Company] [Note: if necessary, the Founders’ shares
will be re-designated as Ordinary Shares so the shares by the
Investor and the Founders shall share the same rights];
iv. waive pre-emption rights in respect of the allotment and issue of the
Investor Shares;
v. grant the directors of the Company authority to allot the Investor Shares; and
vi. [OTHERS].
3. A meeting of the Board shall be held at which the Company shall:
i. adopt the Articles;
ii. subject to receipt of the payment referred to in clause 2.b(1), issue and
allot the Investor Shares credited as fully paid to the Investor (or such
person as it shall direct) and enter the Investor’s name in the register of
members in respect of them;
iii. execute and deliver to the Investor a share certificate for the Investor
Shares;
iv. pass any other resolutions required to carry out the Company's
obligations under this agreement; and
4. The Founders shall be instructed to file all appropriate resolutions and forms with
the Registrar of Companies within the time limits prescribed for filing each of
them; and
4. WARRANTIES
a. Each party to the agreement warrants to each of the other parties that:
1. it has the power and authority to enter into and perform its obligations under
this agreement;
2. when executed, its obligations under this agreement will be binding on it; and
3. execution and delivery of, and performance by it of its obligations under this
agreement will not result in any breach of applicable law.
b. The Warrantors jointly and severally warrant to the Investor that:
1. [the Company]/[each Group Company] has been duly
incorporated and validly exists under the laws of its jurisdiction;
2. the information contained or referred to in Schedule 2 is true,
complete and accurate and not misleading;
3. [each Group Company]/[the Company] (and/or its affiliates) is
not engaged in any litigation, arbitration or other legal proceedings and
there are no written claims threatened against [the Company]/[any Group
Company] (and/or its affiliates);
4. any and all tax for which the Company has been assessed or that
has or shall become due has been paid in full;
5. the Company has properly filed all tax returns required to be filed
pursuant to any relevant law;
6. [the Company]/[each Group Company] is not subject to any
disagreement or dispute with any tax authority regarding the tax position
of the Company;
7. the Founders are the legal and beneficial owners of the number of
[CLASS] shares set opposite their respective names in column 3 of Part 1
of Schedule 1 and such shares are held by the Founders, free from all
encumbrances and with all rights attaching to them;
8. [all shares in the Subsidiary are held legally and beneficially
solely by the Company free from all encumbrances and with all rights
attaching to them;]
9. all of the shares set out in Part 1 of Schedule 1 are fully paid and
comprise the entire issued share capital of the Company and are held free
from all encumbrances and with all rights attaching to them;
10. The Company has taken all steps necessary for the fullest
protection necessary of all Intellectual Property and know-how used by it;
and
11. All Intellectual Property which is used by or material to the
business of the Company is (or in the case of applications, will be) legally
and beneficially vested exclusively in the Company.
5. INTELLECTUAL PROPERTY
a. The Founders hereby unconditionally and irrevocably assign to the Company
absolutely with full title guarantee all its right, title and interest in and to the
Intellectual Property used by or material to the business of the Company, including
but not limited to:
1. the absolute entitlement to any registrations granted pursuant to any patent,
registered design or trade mark applications;
2. All goodwill attaching to Intellectual Property used by or material to the
business of the Company and in respect of the business relating to the
goods or services in respect of which any Intellectual Property is registered
or used; and
3. the right to bring, make, oppose, defend, appeal proceedings, claims or
actions and obtain relief (and to retain any damages recovered) in respect of
any infringement, or any other cause of action arising from ownership, of
any of Intellectual Property used by or material to the business of the
Company whether occurring before, on, or after the date of this agreement.
6. THE BOARD
a. The appointment, dismissal and conduct of the Board shall be regulated in
accordance with this agreement and the Articles.
b. In accordance with the Articles, for so long as an Investor or its Permitted
Transferees hold any of the Ordinary Shares in issue they shall have the right to
appoint a representative to attend as an observer at each and any meeting of the
board and of each and any committee of the Board.
c. Meetings of the Board will be convened and held not less than 4 times per year at
regular intervals.
d. The Company shall send to the Investor and any observers appointed under clause b:
1. Reasonable advance notice of each Board meeting and each
committee of it; and
2. A written agenda for each Board meeting and each committee
meeting accompanied by all relevant papers.
e. The parties shall use their respective reasonable endeavors to ensure that any Board
meeting (or meeting of a committee of the Board) and every general meeting of the
Company has the requisite quorum.
13. ASSIGNMENT
a. Subject to clause b, this agreement is personal to the parties and no party shall:
1. assign any of its rights under this agreement; or
2. transfer any of its obligations under this agreement; or
3. sub-contract or delegate any of its obligations under this agreement; or
4. Charge or deal in any other manner with this agreement or any of its rights or
obligations.
b. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in
contravention of clause 13.1 shall be ineffective.
c. The Investor may assign the whole or part of any of its rights under this agreement to
any of its Permitted Transferees.
18. VARIATION
a. A variation of this agreement shall only be valid if it is in writing and signed by the
Company, by the Investor and by Shareholders (other than the Investor) holding between
them at least 50% of the issued share capital of the Company, in which event such
change shall be binding against all of the parties hereto provided that if such change
would detrimentally affect the rights of a party, the consent of the affected party to that
variation shall be specifically required.
19. COSTS
a. All Costs and expenses in connection with the negotiation, preparation, execution and
performance of this agreement, and any documents referred to in it, shall be borne by the
party that incurred the Costs.
21. NOTICES
a. 21.1 A notice given under this agreement:
1. Shall be in writing in the English language (or be accompanied by a
properly prepared translation into English);
2. Shall be sent for the attention of the person, and to the address or email
address, given in this clause 21 (or such other address, email address or
person as the relevant party may notify to the other party); and
3. Shall be delivered personally, sent by email, sent by pre-paid first-class
post or recorded delivery or (if the notice is to be served by post outside
the country from which it is sent) sent by airmail.
b. The addresses for service of notice are:
1. COMPANY
Address: [REGISTERED ADDRESS] [c/o The Rainmaking Loft,
Charlottenstrasse 2, 10969 Berlin, Germany] For the attention of: [NAME]
Email address: [EMAIL ADDRESS]
2. INVESTOR
Address: …………. For the attention of: …….. Email address:
………………
3. In the case of the Founders, to the address set out alongside their respective
names in Schedule 1.
c. A notice is deemed to have been received:
1. if delivered personally, at the time of delivery; or
2. in the case of email, at the time of transmission; or
3. in the case of pre-paid first-class post or recorded delivery, 48 hours from the
date of posting; or
4. in the case of airmail, five days from the date of posting; or
5. if deemed receipt under the previous paragraphs of this clause 21.3 is not
within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a
day that is a Business Day), when business next starts in the place of deemed
receipt.
d. To prove service, it is sufficient to prove that the notice was transmitted by email to the
email address of the party or, in the case of post, that the envelope containing the notice
was properly addressed and posted.
SCHEDULE
Schedule 1
Part 1 - The Founders
Name of Founder Address of Founder Number of [CLASS] shares held:
Schedule 2
Part 1 - The Company
Name:
Company Number:
Date of incorporation:
Registered office:
Share capital [NUMBER] [CLASS] Shares of [NOMINAL VALUE] each
Shareholders Number and class of shares:
1. [NAME] [NUMBER] [CLASS] Shares
2. [NAME]
3. [NAME] {NOTE: To be completed for all shareholders}
TOTAL [NUMBER] [CLASS] Shares
Directors Address
1. [NAME] [RESIDENTIAL ADDRESS]
2. [NAME [RESIDENTIAL ADDRESS]
{NOTE: To be completed for all directors} Details of any loans / other indebtedness {NOTE:
e.g. loan notes, bank financing, amounts owed for services rendered etc.}
Details of any charges [e.g. Convertible promissory notes in the amounts set out opposite the
names of the following persons:
[NAME: [£] [€] AMOUNT]
[NAME: [£] [€] AMOUNT]
These loan notes are convertible upon [TRIGGER EVENT e.g. financing round
above [£] AMOUNT]]. Include any longstop dates if applicable Include the applicable
valuation
Foreign law legal advisers
Details of any charges [e.g. Convertible promissory notes in the amounts set out opposite the
names of the following persons:
[NAME: [£] [€] AMOUNT]
[NAME: [£] [€] AMOUNT]
These loan notes are convertible upon [TRIGGER EVENT e.g. financing round
above [£]AMOUNT]]. Include any longstop dates if applicable, Include the applicable
valuation
Foreign law legal advisers
Schedule 3
Reserved matters - matters requiring Investor Consent
Any material change in the nature of its business.
Any amendment to the Articles of the Company.
Any variation of class rights of any class of share in the issued share capital of the
Company.
The issue of any Ordinary Shares or other securities to any person including, for the
avoidance of doubt pursuant to an Employee Share Option Plan.
The incorporation or establishment of any subsidiary or associated company.
Any expansion, development or evolution of its business otherwise than through the
Company.
The acquisition of the whole or any significant part of a business or undertaking or any
shares, debentures, loan stock or other securities or interest in any company, partnership
or other body.
The entry into any transaction, arrangement or agreement with or for the benefit of any
Shareholder or with a connected person of any of them, save for any matters required
pursuant to clause 10.
The commencement of any litigation or other legal proceedings (other than actions to
recover debts in the ordinary course of business).
Incurring of any indebtedness otherwise than in the ordinary course of business.
The recapitalization, reorganization, merger, sale or transfer of all or substantially all of
the Company’s assets or business.
The passing of any resolution to wind up the Company or enter into any arrangement
with its creditors.
The sale or transfer of any of the Company’s Intellectual Property.
The sale, transfer, lease, assignment, grant of any license in respect of, or otherwise
disposal of, the whole or any part of its undertaking, property or other assets (whether by
one transaction or a series of transactions whether related or not) or any interest therein
other than the sale of current assets in the ordinary course of business or with a value not
exceeding €………………….
Schedule 4
Deed of adherence
THIS DEED is made the [……. ] day of […… ] by […………… ]
WHEREAS
By [a transfer dated [insert date], [●] (Transferor) transferred to [●] (Transferee)]/[an
application to subscribe for shares dated [insert date], [●] of [insert address] [Company
No. [●])] (Subscriber) subscribed for [●] Ordinary Shares of [£][€][●] each in the
capital of [●] (Company) (together, the [Transferred]/[Subscribed] Shares).
This deed is entered into in compliance with the terms of clause [9.4]/[9.5] of an
agreement dated [insert date] made between (1) the Investor, (2) the Founders and (3)
the Company (all such terms as are defined therein) (which agreement is herein referred
to as the Investment Agreement).
IN WITNESS HEREOF this deed of adherence is executed as a deed and delivered on the date
first written above.
ARTIST-MANAGEMENT-AGREEMENT
MANAGER NAME: …………of [ADDRESS] (the "Manager").
ARTIST NAME: ……………… STAGE NAME……………….. [Address] (The "Artist").
The term of this agreement shall be for an initial period of ………….. (The "Initial Period", and
a "Period") beginning as of the date hereof, following which the term shall automatically renew
for consecutive periods of ………….. (Each a "Renewal Period", and a "Period") unless either
Artist or Manager notifies the other party of its intention not to renew this agreement within 90
days of the end of the then current Period. The Initial Period and any Renewal Period and
extensions shall be collectively referred to as the "Term".
TERRITORY: The World.
MANAGEMENT RIGHTS AND SERVICES:
Artist hereby irrevocably grants to Manager the exclusive right to represent all of Artist’s
interests on Artist’s behalf throughout the entertainment industry, including but not limited to all
matters relating to music, film, television, theatre, internet, art, and literature (collectively
referenced herein as the "Entertainment Industry").
FEE:
Manager shall be entitled to a commission as follows (collectively the "Commission"):
With respect to all aspects of Artist’s career in the Entertainment Industry but excluding
Artist’s revenue generated from merchandise, a commission of 20% Gross Revenue.
With respect to Artist’s revenue generated from merchandise, a commission of 20% Net
Revenue.
Artist and Manager agree to consider modification to the Commission in good faith in
the event Artist signs an agreement with a record company.
EXCLUSIONS FROM GROSS REVENUES:
"Net Revenue" shall mean all revenue generated and received by (or on behalf of) Artist
from all aspects of Artist’s career in the Entertainment Industry ("Gross Revenue") less
expenses, which expenses shall mean costs of collection and Commissions paid by Artist
to any unrelated third parties and all actual, out-of-pocket third-party costs or expenses
attributed to the applicable activity in the Entertainment Industry and paid by Artist,
provided such costs are reasonably related to the applicable activity. Expenses do not
include any such costs or expenses which were paid by you but which were funded by a
third party.
No double commissioning: any income that is received by Artist on account of any other
agreement Artist has entered into with Manager or an affiliate (as the term is defined in
the Business Corporations Act (Ontario)) in respect of Artist’s career in the
Entertainment Industry, including for instance a publishing agreement, a merchandising
agreement, or a record production agreement shall not be included in Gross Revenue.
POWER OF ATTORNEY:
During the Term of this agreement, Manager is irrevocably authorized by Artist to act on
Artist’s behalf as attorney in fact to execute for Artist, in Artist’s name and/or on Artist’s
behalf any and all agreements, documents, and contracts concerning the respective rights
and services herein. In addition to the foregoing, Manager hereby irrevocably
constitutes, and Artist hereby irrevocably appoints, Manager as Artist’s exclusive agent
and non-exclusive attorney-in-fact throughout the Term of this agreement in the
Entertainment Industry, with full power of substitution, to do the following:
a. engage, direct and/or discharge theatrical agencies, booking agencies,
employment agencies and other third parties that may from time to time
seek to obtain employment or engagements for Artist provided that in
each instance Artist is made fully aware of engagements in a timely
manner;
b. Approve and permit the use of the names and approved likenesses of
Artist (including, without limitation, all professional, group and fictitious
names heretofore, now or hereafter used by Artist), the voice of Artist and
approved biographical material concerning Artist for advertising of and
publicity for only Artist and Artist's services and the products thereof.
EARLY TERMINATION:
Notwithstanding anything to the contrary herein contained, Artist may terminate this
agreement immediately upon written notice for Cause. For the purpose hereof, "Cause"
shall mean any one or more of the following events or conditions:
a. Theft, fraud or gross negligence in the performance of Manager’s duties
hereunder;
b. Manager’s conviction of, or entering a plea of guilty or nolo contendere
to, a crime that constitutes an indictable office or a felony or a
misdemeanor or summary conviction offence involving moral turpitude
which will likely have a material adverse effect upon the reputation or
goodwill of Artist;
c. The event that Manager for any reason is unable or unwilling to carry out
its responsibilities pursuant to this agreement, for a period of 30
consecutive days.
SUNSET:
Upon termination of the Term, Manager will be entitled to continue to receive a reduced
Commission on income from contracts executed or substantially negotiated during or
prior to the Term and any master recordings and compositions created in whole or in part
during or prior to the Term at a rate of 15% Gross Revenue for the first year post-Term,
10% Gross Revenue for the second year post-Term, 7.5% Gross Revenue in year 3, and
0% thereafter.
EXPENSES:
Artist agrees to promptly reimburse Manager for all reasonable and bona fide, out-of-
pocket, direct costs and expenses incurred or expended by Manager on Artist's behalf.
For the purposes of this agreement, reimbursable expenses pursuant to this paragraph
shall include, without limiting the generality of the foregoing, reasonable travel, long
distance telecommunications and promotional expenses which are directly related to the
advancement of Artist’s career in the Entertainment Industry, but shall specifically
exclude in-house expenses such as Manager's rent, salaries to Manager’s employees and
all other office expenses and overhead. Any single expense over $500 and any expenses
over $1000 in a month must be pre-approved by Artist.
ACCOUNTING RECORDS:
Artist hereby warrants and agrees that they or their designee(s) shall maintain full and
accurate written records of all accounting, banking, financial and other matters
pertaining to Artist’s activities in the Entertainment Industry (including without
limitation all receipts and invoices in relation thereto). Artist will procure the preparation
and submission to Manager, within 15 days after the close of each calendar month, of a
full and detailed statement of gross revenues earned by Artist with respect to Artist’s
activities in the Entertainment Industry and such statement shall show in detail the
calculation of the applicable commission accruing due to Manager for the applicable
month together with payment to Manager of any sums due.
Artist shall ensure that Manager shall have full access to and a right of audit in respect of
all books and records that relate to Artist’s activities in the Entertainment Industry and/or
to this agreement upon reasonable notice to Artist. In the event that any audit reveals an
underpayment to Manager.
Artist shall immediately pay in full to Manager the amount of the underpayment and in
the event that such underpayment exceeds 10% of the sums due to Manager, Artist shall,
in addition, reimburse Manager’s audit costs (excluding travel and subsistence).
NOTICE:
Any and all notices required or permitted under this agreement must be in writing and
delivered in person, by courier, or sent by email to Artist and Manager at the respective
addresses first set out above.
A notice is deemed to have been given and received on the day on which transmission is
confirmed. If such day is not a business day, or not within general business hours, then
the notice is deemed to have been given and received on the next business day. A
courtesy copy of all notices to Manager shall be simultaneously sent to Lawyer Name,
………. Law Office Address……………..
PREPARED BY:
SIGRID.C.OKAFOR ESQ.
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
NOTE
1. The terms of the above management contract favors the record label hence
if you represent the artiste you should change some of the above terms in favor
of your client.
COURT
PROCESSES
“IN LAW IT IS GOOD POLICY TO NEVER PLEAD WHAT YOU
NEED NOT, LEST YOU OBLIGE YOURSELF TO PROVE
WHAT YOU CAN NOT.”
– ABRAHAM LINCOIN
COURT PROCESSES
1.
APPLICATION FOR CIVIL SUMMONS
SUIT NO:…………………
BETWEEN
TQ ………………… PLAINTIFF
AND
PQ ………………… DEFENDANT
APPLICATION FOR CIVIL SUMMONS
Please cause to be issued at the instance of the plaintiff against the defendant a civil
summons on the following terms:
1. (STATE THE FACTS WHICH THE SUMMONS AND YOUR CLAIMS ARE BE
BASED ON)
WHEREFORE the plaintiff claims from the defendant as follows:
1. The sum of N__________________ (_________________________).
2. 6% interest from the month of June till the final liquidation of the whole sum.
3. 10% interest from the date of filing this suit till the date of final liquidation of the
whole sum.
4. The cost of filing this suit.
CLAIMANT’S COUNSEL
SIGRID.C.OKAFOR ESQ.
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
FOR SERVICE ON
DEFENDANT’S COUNSEL
VICTOR DAVIS Esq
PP: D. VICTOR & CO
No 128, Federal Road Lagos State
2.
THE UNDEFENDED LIST
SUIT NO:………………
BETWEEN
TQ ………………… PLAINTIFF
AND
PQ ………………… DEFENDANT
3.
STATEMENT OF COMPLIANCE WITH PRE-ACTION PROTOCOL
AND
1. ………………… DEFENDANTS
4.
MEMORANDUM OF APPEARANCE
…………..……………………………. CLAIMANT
AND
…………………………………. DEFENDANT
MEMORANDUM OF APPEARANCE
5.
HEARING NOTICE FOR PRE-TRIAL CONFERENCE
SUIT NO:
BETWEEN
1. ………….……………….CLAIMANT
AND
1. ……………………..… DEFENDANTS
2.
TAKE NOTICE that you are required to attend the court No …………. At the High Court of
………….. State at the ………. Judicial Division on the …………day of …………………….
20…… at 9 0’ clock in the forenoon for a Pre-trial Conference for the purposes set out
hereunder.
a) Disposal of non-contentious matters which must or can be dealt with on interlocutory
application;
b) Giving such directions as to the future course of the action as appear best adopted to
secure its just and expeditious disposal;
c) Promoting amicable settlement of the case or adoption of alternative dispute resolution.
2. Please, answer the questions in the attached pre-trial information sheet (Form 24) on a
separate sheet and submit 7 clear days before the above mentioned date.
Take Notice that if you do not attend in person or by legal practitioner at the time and place
mentioned, such proceeding will be taken and such order will be made as the court may deem
just and expedient.
Registrar
6.
PRE-TRIAL INFORMATION SHEET
AND
1.
2. ………………………………..DEFENDANTS
Quest 3: Are further and better particulars of any pleading required? If so, specify
what particulars are required.
Answer: ____________________________________________
Quest 4: Do you object to any interrogations that may have been delivered pursuant
to Order 35 rule 1 of the High court (Civil Procedure Rules)? If so, state
the grounds of such objection in compliance with Order 35 rule 4 of the
Rules.
Answer: ____________________________________________
Quest 5: Do you object to producing any document in respect of which a request for
discovery has been made pursuant to Order 35 Rule 8 (1) of the High
Court (Civil Procedure) Rules? If so, state the grounds of such objection in
compliance with Order 35 Rule 8(3).
Answer: ____________________________________________
Quest 7: Will interpreters be required for any witness? If so, state in what language.
Answer: ___________________________________________
Quest 8: Is this a case in which the use of a single or joint expert might be suitable?
If not, state reasons.
Answer: __________________________________________
Quest 9: Is there any way in which the court can assist the parties to resolve their
dispute or particular issues in it without the need for a trial or full trial?
Answer: __________________________________________
Quest 10: Have you considered some form of Alternative Dispute Resolution (ADR)
procedure to resolve or narrow the dispute or particular issues in it? If yes,
state the steps that have been taken. If not, state reasons.
Answer: _____________________________________________.
Quest 11: State any question or questions of law arising in your case, if any, which
you require to be stated in the form of a special case for the opinion of the
judge in accordance with Order 34 of the Rules.
Answer: _______________________________________
Quest 12: List the applications you wish to make at the pre-trial conference.
Answer: _____________________________________________.
AND
1. ……………………………DEFENDANTS
2.
7.
ORIGINATING SUMMONS
AND
DEF - DEFENDANT
ORIGINATING SUMMONS
Let the Defendant DEF, of … within 30 days after service of this summons on you inclusive of
the day of such service cause an appearance to be entered for you to this summons which is
issued upon the application of the Plaintiff who will at the trial of this suit ask for the direction
of the Court for the determination of the following questions:
1. Whether ...
AND if the question aforesaid is answered and resolved in favor of the Plaintiff, it shall be
seeking the following reliefs from this honorable Court:
1. A DECLARATION that the Defendant having been ...
2. A DECLARATION that …
3. AN ORDER restraining ...
Dated at the Registry of the High Court of …………………
This ……………Day of……………….……2019
_____________________
Judge
This Summons was taken out by GHI, ESQ. of GHI & Co., 10 Kotonro Street, Abuja, whose
address within jurisdiction is JKL & Co. 11 Ring Road, Edo State, Legal Practitioners for the
above named Plaintiff. The Defendant may appear by entering appearance personally or by a
Legal Practitioner either by handing in the appropriate forms duly completed at the High Court
Registry of the Abuja Judicial Division or by sending them to that office by post
____________________
Registrar
NOTE: If the Defendant do not enter appearance within the time and at the above place
mentioned, such orders will be made and proceedings may be taken as the Judge may think just
and expedient.
__________________________
IDUH DANEL, Esq.
IDUH & CO.
10 Kotonro Street, Abuja
ghi@gmail.com
081*************
FOR SERVICE ON:
THE DEFENDANT
C/O HIS COUNSEL
SHARON ESQ.,
SHARON CHAMBERS,
SANGO AREA, LAGOS STATE.
AND
DEF - DEFENDANT
I, MNO, Male, Adult, Christian, Nigerian Citizen of No. 11 Ring road Benin City do hereby
make oath and state as follows:
1. That I am a Litigation Clerk in the law firm of GHI & CO., Counsel to the Plaintiff and
by virtue of my position, I am conversant with the facts of this case.
2. That I have the consent and authority of the Plaintiff and that of my employer to depose
to this affidavit on the basis of facts which came to my knowledge in the course of my
duties aforesaid.
3. That except otherwise stated, all facts deposed herein are facts given to me by the
Plaintiff which I verily believe to be true.
4. That I was informed by the Plaintiff on 15th November, 2019, by 11am in our office of
the following facts which I verily believe to be true.
a. That …
b. That …
c. That
d. That …
5. That it is in the interest of justice to grant the reliefs sought by the Plaintiff s in this suit.
6. That I depose to this affidavit in good faith and in accordance with the Oaths Act, LFN
2004
_______________
Deponent
Sworn to at the High Court of Edo State Registry, Abuja.
This ………. day of …………………20…..
BEFORE ME
WRITTEN ADDRESS
IN THE HIGH COURT OF ……………….
IN THE………… JUDICIAL DIVISION
HOLDEN IN …………….
BETWEEN:
ABC - PLAINTIFF
AND
DEF - DEFENDANT
1.0 INTRODUCTION:
1.1 The …
1.2 After the above resolution… but the Defendant continued to parade himself as…
1.3 Consequent on the above, the Plaintiff has filed this suit by an Originating Summons
seeking the following reliefs:
2. A DECLARATION that…
1.4 The Originating Summons is supported by an affidavit and this Written Address in
urging this Honourable Court to grant the reliefs sought in the interest of justice.
2.1 The Plaintiff most respectfully adopts the question for determination in this suit as its
sole issue for determination as follows:
“Whether…?”
“Whether…?”
3.1 On the sole issue for determination, we submit that the Defendant was …
3.2 The above provision is clear and unambiguous… and is such as should be given a literal
interpretation by this Honourable Court as the Courts are enjoined to do by a plethora of
authorities including the authority of TABIK INVESTMENT LTD & ANOR v. GTB
(2011) LPELR-3131(SC) Pp. 12-13, paras. C-B where it was held as follows:
"It is settled law that a legislation is to be given its ordinary interpretation
and effect, most especially where the words used are straight forward and
unambiguous. See Toriola v. Williams 1982 7 SC. 27, Sunmonu v. Oladokun
1996 8 NWLR part 467 page 387, and Lawal v. G. B. Ollivant 1972 3 SC.
124. In this vein, I subscribe to the holding of the lower Court which is
encapsulated thus:- "I think from whichever angle one looks at the
provision of this section, one can hardly escape arriving at the only rule of
Interpretation of statutes which are clear and unambiguous that is golden
rule of interpretation. This section to my mind is so clear and unambiguous
that is golden rule of interpretation. This section to my mind is so clear and
direct. The repeated use of the word 'shall' in the section in my view
indicates mandatoriness." (Underlined for emphasis)
See also ADESANOYE & ORS v. ADEWOLE & ANOR (2000) LPELR-142(SC)
and NPA PLC v. LOTUS PLASTICS LTD & ANOR (2005) LPELR-2028(SC).
"….. a political party, like any other organisation, is bound by its Constitution.
In all the foregoing cases, this Court took a firm position that a political party
is bound by its own Constitution. All members of the political party are also
bound by the provisions of the Constitution of the political party they belong.
Obaseki, JSC in ONUOHA v. OKAFOR (supra) had put it forcefully thus -
The party like any other corporation, operates within the guidelines, the
powers and duties set out in its Constitution. All its members are bound by its
provisions and their rights and obligations created by their Constitution can be
remedied as provided by the Constitution if breached by any of its members -
Accordingly, the rights and obligations of the members of the SDP (1st
Respondent), including the Appellant and the 5th Respondent, are defined by
their party Constitution. They, both the party and its members, "are bound by
its provisions and their rights and obligations created by their Constitution can
be remedied as provided by the Constitution, if breached" either by the party or
any of the members of the party." (Underlined for emphasis)
3.6 We also commend to my Lord the decision in LAU v. PDP & OR (2017) LPELR-
42800(SC).
3.7 In the light of the above firm and settled position of the law, we submit that …
3.8 It is in the light of the above that we urge this honorable Court to give effect to the
provision of the Plaintiff’s Constitution and to...
3.9 On the whole, we urge this honorable Court to resolve this issue in favor of the Plaintiff
and against the Defendant.
4.0 CONCLUSION:
4.1 In conclusion, we urge this honorable Court to find in favor of the Plaintiff and grant the
reliefs sought in this Originating Summons in the overriding interest of justice.
MOTION ON EX PARTE
BROUGHT PURSUANT TO ORDER 5 RULE 1&2, AREA COURT CIVIL
PROCEDURE RULES OF KWARA STATE AND UNDER THE INHERENT POWER
OF THIS HONOURABLE COURT
Take notice that, this honorable Court shall be moved on the………….day of……......2018 at
the hour of 9 O’ clock in the forenoon or so soon thereafter and counsel to the plaintiff
/Applicant will be heard praying the Court for the following relief(s):
1. AN ORDER OF INTERLOCUTORY INJUNCTION restraining the Defendants
from demolishing or Renovating the building at ………….pending the determination
of the substantive suit.
3. AND FOR SUCH FURTHER ORDER(s) as this honorable court may deem to make
in the circumstance of this case.
1. The plaintiff/Applicants’ brought an action vide application for civil summons against
the Defendants.
2. The plaintiff/applicant is yearly tenant to the Defendants and whose rent is yet to expire
on the ……………..
3. That the second defendant has sold the building to the 1 st defendant who without due
procedure threatened to demolish or renovate the building without due recourse to the
legal right of the plaintiff as tenants in the building.
4. That if the Defendants demolishes the building we will be displaced and such act will be
contrary to the provisions of Rent Recovery law of Kwara state.
5. That the plaintiff/applicant by law is entitled to 6 months’ notice to quit which the
Defendants did not comply with especially since the rent of the plaintiffs rent are yet to
expire.
6. That we were reliably informed that Defendants intend to demolish or renovate the
building which we are still living in as tenants.
………………………….
IDUH DANEL, Esq.
IDUH & CO.
10 Kotonro Street, Abuja
ghi@gmail.com
081*************
FOR SERVICE ON:
IN THE UPPER AREA COURT 1 OF KWARA STATE
IN THE ILORIN JUDICIAL DIVISION
HOLDEN AT ILORIN
Suit No.:______
BETWEEN:
1. ………………..........…………………… Plaintiff/Applicant
AND
1. ………………..........…….............. Defendant/Respondent
AFFIDAVIT IN SUPPORT OF MOTION EX PARTE
I, …………… , Male, Adult, Christian, Nigerian Citizen of NO…………. Ilorin, Kwara State
do hereby make oath and state as follows:
(a) That the rules of this honorable court required that the Defendants must issue us with 6
months notice to quit and notice Of owners intension to recover possession before they
can legally eject us especially when our rent is still running.
(b) That the defendant has no legal right to neither embarrass nor inconvenience the plaintiffs.
(c) That the Defendants will not be prejudiced if this application is granted.
(d) That it is in the interest of justice to grant this application in order to avoid any form of
embarrassment from the Defendants as promised.
(e) That this court has the power to stop the defendants from causing any form of either
embarrassment or inconveniences by demolishing the building or renovating same.
12. That I honestly believe it will be in the interest of justice to grant this application.
13. That I depose to this affidavit conscientiously believing it to be true and correct and in
accordance with the oath Act in force.
............................
DEPONENT
3. AND FOR SUCH FURTHER ORDER or orders as this honorable court may deem
fit to make in the circumstances of this case.
GROUNDS OF THIS APPLICATION
1. This rules of this court demand that service of originating process be served
personally on the defendants
2. That effort has been made to affect personal service but all to no avail.
3. That the rules allow substituted service where personal service cannot be
conveniently affected
4. The leave of this court is required to serve on the respondent the process of this
court by substituted means
5. It is in the interest of justice to grant this application.
6. That the belief of this court has been to the last known address of the defendant
several times to effect service but met the absence of the defendant.
7. That the need for substituted service arose because personal service cannot be
affected
8. Substituted service is invoked where the defendant is evading service
9. The Defendants has impliedly refused to collect the service personally as required
by law.
10. The belief of this honorable court has equally put up a call to him but he still
refused to appear to be served.
AND
1. MRS. A. H.……....DEFENDANTS/RESPONDENT
MOTION ON NOTICE
BROUGHT PURSUANT TO ORDER…… RULE …(..)....................................... OF
THE ………………… HIGH COURT (CIVIL PROCEDURE) RULE (20……)
AND UNDER THE INHERENT POWER OF THIS HONOURABLE COURT
______________________
IDUH DANEL, Esq.
IDUH & CO.
10 Kotonro Street, Abuja
ghi@gmail.com
081*************.
AND
1. MRS. A. H.……....DEFENDANTS/RESPONDENT
11.
APPLICATION FOR BAIL
AND
E. L ………………………….…..DEFENDANT
MOTION ON NOTICE
BROUGHT PURSUANT TO SECTION …..(…) OF THE ADMINISTRATION OF
CRIMINAL JUSTICE ACT 20…. AND SECTION 19 OF THE ADVANCE FEE
FRAUD AND OTHER FRAUD RELATED OFFENCES ACT AND SECTION 35
(1) AND SECTION 36(5) OF THE CONSTITUTION OF THE FEDRAL
REPUBLIC OF NIGERIA 1999(AS AMENDED) AND UNDER THE INHERENT
JURISDICTION OF THE COURT
TAKE NOTICE that this honorable court will be moved on ………… of
……………………, 20…. at the hour of 9 O’ clock in the forenoon or so soon thereafter
as the counsel for the Defendant/Applicant may be heard on behalf of the Defendant
application praying the honorable court for the following Reliefs:
AND
E. L ………………………….…..DEFENDANT
DEPONENT
BEFORE ME
COMMISSIONER FOR OATHS
AND
E. L ………………………….…..DEFENDANT
_______________________
IDUH DANEL, Esq.
IDUH & CO.
10 Kotonro Street, Abuja
ghi@gmail.com
081*************
FOR SERVICE ON:
O.B
C M ESQ
ECONOMIC AND FINANCIAL CRIMES COMMISSION
LEGAL AND PROSECUTION DEPARTMENT
ECONOMIC AND FINANCIAL CRIMES COMMISSION
NO. 1, CATCHMENT CLOSE, OFF FOREST ROAD,
G.R.A, ILORIN, KWARA STATE.
12.
APPLICATION FOR CIVIL SUMMONS
IN THE UPPER AREA COURT 1 OF ……………………..
IN THE …………. JUDICIAL DIVISION
HOLDEN AT …………………
Suit No.:______
BETWEEN:
MR.G O .......................……………….....………Plaintiffs
AND
U. M LTD ….........…....…...... Defendants
6. That on the …..th day of …….., the 1st & 2nd Plaintiff/Applicants was served with
another letter from the Defendant titled “REMINDER OF QUIT NOTICE” in
which the Plaintiff was given till …… th of April ……. to vacate the demise
premises and was further informed that renovation of the premises will
commence on the ……th of ……, 20…..and was threatened that they will be
embarrassed and inconvenienced if they don’t vacate on or before the date given.
The letter is hereby attached herein and marked as Annexure …..&…..
7. That upon the receipt of the letter dated 6 th of March, the Plaintiff/Applicant
replied via a letter dated ………. th of ……….., 20…… demanding that their
legally entitled statutory notices. The said letter is attached herein and marked as
Annexure A6.
8. That the 1st &2nd Plaintiff/Applicant are entitled to six months’ notice to quit
being yearly tenants who have paid their rent within due time. That the act of the
defendants will amount to a violation of the provision of the Rent Control and
Recovery of Residential Premises Law of Kwara state, if it is allowed.
9. That the duration paid for and covered by the rent still subsists and has not yet
elapsed.
10. That the 1st & 2nd Plaintiff/Applicants will be displaced if such act as threatened
by the Defendant is carried out.
The 1st & 2nd Plaintiff therefore claims against the Defendants as follows:
a) An ORDER OF THE COURT mandating the Defendants to give the 1 st &2nd
Plaintiff the necessary required statutory notices which include six months notice
to quit and notice of intention to recover demise premises before taking any step
to eject the plaintiffs.
b) An ORDER OF THE COURT mandating the Defendants to pay the plaintiffs the
sum of N500, 000.00 (Five Hundred Thousand Naira) each as general damages
for the psychological trauma and fear inflicted on them.
c) An ORDER OF THE COURT prohibiting the defendant form demolishing and
renovation of the building until the expiration of the rent paid for by the Plaintiffs.
d) The cost of N200,000 being the total cost of professional fee and filing fee
incurred instituting this action.
________________________
IDUH DANEL, Esq.
IDUH & CO
Solicitors & Advocates
No.98 Orlu Road, Off Yusuf
Mohammed Road, Ilorin Kwara.
ghi@gmail.com
081*************
13.
MOTION TO REOPEN CASE AND CALL WITNESS
IN THE HIGH COURT OF THE FEDERAL CAPITAL TERRITORY
IN THE ABUJA JUDICIAL DIVISION
HOLDEN AT ABUJA
SUIT NO: …………
BETWEEN
ABC …………………………………………………….. CLAIMANT
AND
DEF
GHI
JKL ………………………………………………………… DEFENDANT
MOTION ON NOTICE
BROUGHT PURSUANT TO SECTION 36 OF THE CONSTITUION OF THE
FEDERAL REPUBLIC OF NIGERIA (AS AMENDED); ORDERS 18, 34 AND 43
OF THE HIGH COURT OF THE FEDERAL CAPITAL TERRITORY (CIVIL
PROCEDURE) RULES 2018 AND UNDER THE INHERENT POWERS OF THIS
HONOURABLE COURT.
TAKE NOTICE that this honorable Court shall be moved on the … day
of …………, 2020 at the hour of 9 O’ clock in the forenoon or so soon thereafter as
Counsel may be heard on the application of the Claimant/Applicant for the following
orders:
1. AN ORDER of this honorable Court granting leave to the Claimant/Applicant to
reopen his case and to recall the Claimant, EJI, who testified as PW1 in this suit
to further testify.
2. On ….th and ….th of ……., 20……. the Claimant opened his case and testified as
PW1. 1st and 2nd Defendants cross examined the Claimant but 4 th and 5th Defendants
stated that 4th and 5th Defendants had no questions for the Claimant. The matter was
adjourned to ….th ……, 20…… for Adoption of Final Written Addresses, upon the
failure of the 1st-5th Defendants to open their case and enter their Defense.
3. On…..nd ……….., 20………, the Court by a Motion filed on ….. th ……., 20..
granted the application of the 1st-2nd defendants to regularize their Amended
Statement of defense filed on ….th …….., 20……. and to open their case. Further,
the Court on ….th …….., 20…… granted the prayers of 4th and 5th Defendants to
file their Statement of defense out of time by their Motion on Notice filed …. th of
….., 20…...
4. That in granting the 4th and 5th Defendants’ application for extension of time within
which to file their Statement of Defense, this Court ordered that the 4 th and 5th
Defendants shall file their Statement of Defense within five (5) days, while the
Claimant, if necessary, shall file a Reply to the 4 th and 5th Defendants’ Amended
Statement of Defense.
5. That the 4th and 5th Defendants filed their Statement of Defence on …..nd …, 20…..
which was served on the Claimant in Court on …..th ……….., 20……..
6. That the Claimant filed his Reply to the 4 th and 5th Defendants’ Statement of
Defence on …..
7. There is need to reopen the Claimant’s case and call him to lead evidence in
support of his Reply to the 4th and 5th Defendants Statement of Defence.
8. There is also a need to seek leave of this honorable Court abridging the time within
which parties will take steps in this matter, based on the new developments in the
matter.
9. The Rules of this Honourable Court require that the Claimant seeks and obtains the
leave of Court before taking such further steps in this matter.
2.
AND
DEF
GHI
JKL ………………………………………………………… DEFENDANT
1. That I am the Litigation Clerk in the law firm of Iduh & CO. Counsel
representing the Claimant/Applicant in this matter and by virtue whereof, I am
very conversant and familiar with the facts deposed herein.
2. That I have the consent and authority of the Claimant/Applicant and that of my
employer to depose to this affidavit.
3. That except otherwise stated, all facts deposed herein are facts within my
knowledge and information which I have received from R. E, Esq, of Counsel in
Chambers and which I verily believe to be true.
4. That I was informed by R. E, Esq, Counsel in the law firm of IDUH & CO. on
the …..th ………., 20…. at about 3pm. in our office of the following facts which I
verily believe to be true:
a. That the Claimant’s Amended Statement of Claim was regularised on ……
th
………, 20…… and consequently the matter was adjourned to ….. th
………., 20……. for hearing.
b. That on ……..th ……., 20….. the Claimant opened his case and testified as
PW1. Thereafter, 1st and 2nd Defendants cross examined the Claimant but
4th and 5th Defendants stated in open Court that the 4 th and 5th Defendants
had no questions for the Claimant. The matter was adjourned to …. th ….,
20…… for Adoption of Final Written Addresses, upon the failure of the
1st-5th Defendants to open their case and enter their Defence.
c. That by a Motion filed on…th May, 2020 the Court granted the application
of the 1st - 2nd Defendants to regularize their Amended Statement of
Defence filed on ….th …….., 20……. and to open their case.
d. That on the ….th of …………., 20…. the Court, by the Motion on Notice
of the 4th and 5th Defendants filed …….th of ……, 20…… granted the
prayers of 4th and 5th Defendants to file their/ Statement of Defence out of
time.
e. That in granting the 4th and 5th Defendants’ application for extension of
time within which to file their Statement of Defence, this Court ordered
that the 4th and 5th Defendants shall file their Statement of Defence within
five (5) days, while the Claimant, if necessary, shall file a Reply to the 4 th
and 5th Defendants’ Amended Statement of Defence.
f. That the 4th and 5th Defendants filed their Statement of Defence on …. nd
………, 20….. which was served on the Claimant in Court on ….. th
………, 20………..
g. That the Claimant filed his Reply to the 4 th and 5th Defendants’ Statement
of Defence on …..
h. That there is a need to reopen the Claimant’s case and call the Claimant to
lead evidence in support of his Reply to the 4 th and 5th Defendants’
Statement of Defence.
i. That the Rules of this Honourable Court require that the Claimant seeks
and obtains the leave of Court before reopening his case.
5. That it is in the interest of justice to grant this application and the Defendants will
not be prejudiced in whatever respect, by the grant of this application.
6. That I depose to this affidavit in good faith, without concealing any facts and in
accordance with the Oaths Act 2004.
..........................
DEPONENT
Sworn to at the Registry of the High Court of the Federal Capital Territory, Abuja.
BEFORE ME
AND
DEF
GHI
JKL ………………………………………………………… DEFENDANT
WRITTEN ADDRESS IN SUPPORT OF MOTION ON NOTICE
1.0 INTRODUCTION
1.1 The Claimant filed this Motion on Notice praying this honorable Court for the
several reliefs. The Motion is accompanied by a …….paragraphs affidavit duly
deposed to by one ………….
1.2 This Written Address is filed in support of the said application. The Claimant
relies on the affidavit filed in support of the application as well as this Written
Address in urging the grant of the application.
2.1 The Claimant humbly submits a single issue for determination as follows:
3.0 ARGUMENTS
3.1 Order 18 of the High Court of the Federal Capital Territory (Civil
Procedure) Rules, 2018 provides that:
“Where the Claimant desires to make a reply, he shall file within 7 days
from the service of the defence”
3.2 Order 34 rule 1 of the High Court of the Federal Capital Territory (Civil
Procedure) Rules, 2018 provides that:
3.3 In the instant case, the Claimant was served with the 4 th and 5th Defendants’
Statement of Defence on the …… th ….…, 20……., after the Claimant had closed
his case on ……th ……….., 20…….. We submit that by the above provisions of
the Rules of this honorable Court and the order of this honorable Court made on
….th ………., 20……, for the Claimant to establish his case, it is incumbent on
the Claimant to file his Reply and to lead evidence thereto.
3.4 As the Claimant is desirous of leading evidence to rebut the issues of fact raised
in the Statement of Defence which he did not anticipate as at the time of closing
his case before the defence was filed, it has become imperative for the Claimant
to seek leave of this honorable Court to reopen his case and to lead such evidence.
The power of the Court to reopen a case of a party before judgment is unfettered.
In UTIH & ORS. V. ONOYIVWE & ORS. (1991) LPELR-3436(SC) Pp.91-
92, Paras.G-A, the Supreme Court, Per KARIBI WHYTE, J.S.C., held that:
"This court has held in several cases before it that a Judge has an
unfettered discretion in appropriate cases to reopen for further argument
within the period of 3 months prescribed by the Constitution..."
3.5 This application is predicated on the fact that the Claimant’s fundamental right to
fair hearing would be protected if he is allowed to reopen his case and call
evidence in support of his Reply to the Statement of defence. The law has long
been settled beyond peradventure that the purpose of granting the right to any
person to approach a court of law where his/her fundamental right has been, is
being or is in danger of being breached is to enhance and ensure justice. The
Constitution of the Federal Republic of Nigeria provides that in such a
circumstance, the person complaining is entitled to be heard within a reasonable
time.
3.6 Section 36 (1) of the Constitution of the Federal Republic of Nigeria, 1999 (As
amended) provides that:
“In the determination of his civil rights and obligations, including any
question or determination by or against any government or authority, a
person shall be entitled to a fair hearing within a reasonable time by a
court or other tribunal established by law and constituted in such
manner as to secure its independence and impartiality.”
3.7 The Supreme Court has described what the fundamental nature of fair hearing is.
In ATANO v. A.G.BENDEL STATE (1988) 2 NWLR (Pt. 75) at 132, it was
held that:
3.9 We humbly urge Your Lordship to resolve this sole issue in favour of the
Claimant and grant this application in the interest of justice.
3.10 CONCLUSION
3.11 In the light of the above authorities and arguments, we humbly urge this
Honourable Court to grant the Claimant’s application in the interest of justice.
______________________
IDUH DANEL, Esq.
IDUH & CO
Solicitors & Advocates
No.98 Orlu Road, Off Yusuf
Mohammed Road, Ilorin Kwara.
ghi@gmail.com
081*************
FOR SERVICE ON:
1. The 1st Defendant:
14.
APPELLANT BRIEF OF ARGUMENT
IN THE SUPREME COURT OF NIGERIA
HOLDEN AT ABUJA
SC.NO: SC
APPEAL NO.: CA
CHARGE NO: FHC
BETWEEN:
FEDERAL REPUBLIC OF NIGERIA - APPELLANT
AND
1. G. B. - RESPONDENT
TABLE OF CONTENTS
S/No CONTENTS PAGES
1. Introduction
2. Statement of Relevant Facts
3. Issues for Determination
4. Argument
5. Issue One
6. Issue Two
8. Conclusion
List of Authorities
1.0 INTRODUCTION
1.1 This is an appeal against the judgment of the Court of Appeal (Coram: Hon.
Justice……………, …………, ………..) delivered on Wednesday …th …….,
20….. in appeal No. CA………...
1.2 In its determination of the appeal, the Court of Appeal (“lower Court”) in
resolving the issues for determination, resolved issue 1 in favor of the 1 st
Respondent who was the Appellant before it, issues 2 and 3 in favor of the
Appellant who was the 1st Respondent before it and issue 4 suo motu raised by the
lower Court in favor of the 1 st Respondent. The lower Court allowed the appeal
and set aside the decision of the trial Court.
1.3 Dissatisfied by the decision of the lower Court, the Appellant has appealed to this
honorable Court by a ……. grounds Notice of Appeal filed on ….. th ……., 20….
contained in pages ……. to …… of the Records of Appeal.
6.0 CONCLUSION
6.1 In conclusion, we urge this honorable Court to find in disallowing this appeal,
that:
1. The lower Court was right when…
2. The recusal of …
3. The lower Court was right when it …
6.2 We urge this Honorable Court to dismiss this appeal for lacking in merit and to
affirm the decision of the lower Court which set aside the decision of the trial
Court.
Signed by
___________________
IDUH DANEL, Esq.
IDUH & CO
Solicitors & Advocates
No.98 Orlu Road, Off Yusuf
Mohammed Road, Ilorin Kwara.
ghi@gmail.com
081*************
15.
NOTICE OF APPEAL
IN THE COURT OF APPEAL OF NIGERIA
IN THE JIGAWA JUDICIAL DIVISION
HOLDEN AT DUTSE
TAKE NOTICE that the Appellant being dissatisfied with the Judgment of the High
Court of Jigawa State (Coram: Hon. Justice …….…) delivered on ….. th ……, 20….,
doth hereby appeal to the Court of Appeal against the decision in Paragraph ……..
upon the Grounds set out in Paragraph …….. and will at the hearing of the appeal seek
the reliefs set out in Paragraph ………... and the Appellants further states that the
names and addresses of the persons directly affected by the appeal are those set out in
Paragraph ……...
3. GROUNDS OF APPEAL
a) In the charge filed against the Appellant, the Appellant was accused of
committing the offence of…
b) Also, in the cross examination of PW1 as nominal complainant, PW1
testified that …
c) The amount of money robbed from the nominal complainant differs
substantially from the property stated on the charge sheet which therefore
occasions a case where…
d) The number of armed robbers stated by PW1 differs from the number
stated by PW3 in his examination-in-chief and therefore creates a
contradiction…
ii. AN ORDER setting aside the decision of the lower Court delivered on … which
convicted the Appellant of the offence of armed robbery and sentenced the
Appellant to fifteen (15) years imprisonment.
iii. AN ORDER for immediate release of the Respondent from the custody of the
prisons authority.
iv. SUCH FURTHER ORDERS as this Honorable Court may deem fit and just to
make in the circumstance of this Appeal.
16.
RESPONDENT’S NOTICE
FOR SERVICE ON
THE APPELLANT
C/o its Counsel
KPQ & CO
KPQ, ESQ.
16.
FINAL WRITTEN ADDRESSI
IN THE HIGH COURT OF THE FEDERAL CAPITAL TERRITORY
IN THE ABUJA JUDICIAL DIVISION
HOLDEN AT ABUJA
BETWEEN
AND
1.0 INTRODUCTION:
1.1 The Claimant commenced this suit by a Writ of Summons filed on … against the
Defendant…
1.2 By the leave of this Court obtained on …… RD ………, 20.0.., the Claimant
amended his Writ of Summons. The Claimant seeks the following reliefs as
disclosed on the Amended Writ of Summons and Statement of Claim:
1.3 The Defendant filed a Memorandum of Appearance on … and also filed its
Statement of Defence on … out of time. On …… th ………., 20…. when the
matter came up for trial, Defendants’ Motion on Notice filed on …. th ……….,
2020 for extension of time to file Statement of Defence was moved and granted
thereby regularizing their Statement of Defence.
1.4 Still on the above date, trial commenced and the Claimant opened his case and
called PW… to testify. PW…. adopted his Witness Statement on Oath as his Oral
testimony and tendered Documents. PW… tendered …. documents in evidence
settled between Claimant Defendant, therefore not objected to, and which were
marked as Exhibits …..-…. Defendant Cross-Examined PW….. The Exhibits
tendered through PW….. are:
1.5 On ….th …., 20….. when the matter resumed for hearing, Defendant failed to call
any witness the matter was adjourned for Adoption of Final Written Addresses.
2.1 The Claimant’s case as disclosed on the Amended Statement of Claim is that he
was granted by the honorable Minister of the Federal Capital Territory,
Customary Right of Occupancy to Plot …
2.2 Upon grant of the Right of Occupancy, the Claimant made necessary and
incidental payments to …
2.3 …
2.4 …
2.5 It was only after the Claimant had…
2.6 However…
2.9 The Defendant did not make a case against the Claimant’s claims.
3.1 The Claimant respectively submits a lone issue for the just determination of this case:
“Whether from the pleadings and evidence before the Court, the
Plaintiff has proved his case to entitle him to the reliefs sought in this
suit?”
4.0 ARGUMENT:
“Whether from the pleadings and evidence before the Court, the Plaintiff has
proved his case to entitle him to the reliefs sought in this suit?”
4.3 Also, in Mohammed v. Wammako & Ors (2017) LPELR-42667(SC) P. 24, paras.
A-B it was held as follows:
4.10 On the whole, we urge this honorable Court to find that the Claimant has proved
his claim before this honorable Court and is entitled to the reliefs sought in this
suit. We therefore urge this honorable Court to resolve this issue in favour of the
Claimant and against the Defendants.
1.0 CONCLUSION
5.1 In conclusion, we urge this Honourable Court to find in favour of the Claimant
that he has been able to prove his entitlement to the reliefs sought in this suit and
that the suit is meritorious. We urge my Lord to grant the reliefs sought in this
suit as contained in the Amended Writ of Summons in the interest of justice.
2. That the Claimant filed its Statement of Claim on …..th ….., 20…….
3. With leave of this honorable Court obtained and granted, the Claimant via a Motion
on Notice filed on ….th ……….., 20….., the Claimant amended his Writ of Summons
and other accompanying processes.
4. The Defendants thereafter filed his Statement of Defence on …..th ……, 20…….
5. The Statement of Defence of the Defendants grossly offends the rules of pleadings in
paragraphs …………. and ……… of the Statement of Defence.
6. That paragraphs ….. and ……… of the Joint Statement of Defence are not answers
arising from specific paragraphs of the Claimant’s Amended Statement of Claim.
7. Paragraphs ………… of the Joint Statement of Defence contain arguments,
speculations and conclusions and not material facts as required by the rules of Court.
8. Paragraphs ………. ……. ……… and ….. of the Joint Statement of Defence contain
questions and issues for determination by this honorable Court and not material facts
as required under the rules of Court.
9. Paragraph … of the Joint Statement of Defence is imprecise, unclear,
incomprehensible and are grammatically unsound for the Claimant to make meanings
out of them.
10. That paragraphs ………., and ……. of the Joint Statement of Defence are intended to
embarrass, delay, and prejudice the fair hearing of this suit.
___________________________
IDUH DANEL, Esq.
IDUH & CO
Solicitors & Advocates
No.98 Orlu Road, Off Yusuf
Mohammed Road, Ilorin Kwara.
ghi@gmail.com
081*************
FOR SERVICE ON:
1. The Defendant:
THE HONOURABLE MINISTER OF THE
FEDERAL CAPITAL TERRITORY
ADMINISTRATION, ABUJA
Kapital Street, Off Obafemi Awolowo Street
Garki Area 11, P.M.B 25 Garki, Abuja.
IN THE HIGH COURT OF THE FEDERAL CAPITAL TERRITORY
IN THE ABUJA JUDICIAL DIVISION
HOLDEN AT ABUJA
1. That I am a Litigation Clerk in the law firm of IDUH & CO., Counsel
representing the …nd Defendant/Applicant in this matter and by virtue whereof, I
am very conversant and familiar with the facts deposed herein.
2. That I have the consent and authority of the …. nd Defendant/Applicant and that of
my employer to depose to this affidavit.
3. That except otherwise stated, all facts deposed herein are facts within my
knowledge and the information I received from IDUH, Esq., Counsel in
Chambers and which I verily believe to be true.
4. That I was informed by Daniel, Esq. of Counsel in Chambers, at No. ……Abuja,
on …….th February, 20…… of the following facts which I verily believe to be
true:
a. That the Claimant filed its Statement of Claim…
b. That with leave of this honorable Court sought and obtained, the Claimant
through a Motion on Notice dated ….. th ……, 20…. amended its Writ of
Summons and other accompanying processes.
c. That the Defendant filed his Statement of Defence on…
d. That the Statement of Defence contains arguments, speculations, conclusions,
contradictions, vexatious, imprecise, incomprehensible and unclear facts.
e. That paragraph …… of the Statement of Defence first and foremost responds
to no particular averment of the Claimant’s Amended Statement of Defence.
Also, it speculates on the …
f. That paragraph ….. of the Statement of Defence is argumentative and not a
statement of fact, and reaches a hasty conclusion on behalf of the honorable
Court that the…
g. That paragraph …. of the Joint Statement of Defence is unclear, imprecise,
ambiguous and totally confusing. The said paragraph makes reference to an
unidentified…
h. That paragraph … of the Statement of Defence contains speculative and
conclusive facts.
5. That is in the interest of justice to grant this application and the Claimant will not
be prejudiced if this application is granted.
6. That I depose to this affidavit in good faith, conscientiously believing the contents
to be true and in accordance with the Oaths Act, 2004.
____________________
DEPONENT
SWORN to at the National Industrial Court
Registry, Abuja on the _______ day of _________ 20…….
BEFORE ME
2.3 This application seeks an order of Court to strike out paragraphs of this honorable
Court striking out paragraphs …….., and …….. of the Statement of Defence of
the Defendants filed on … for offending the rules of pleadings. The Applicant
shall rely on all the paragraphs in the affidavit and submissions in this Written
Address in urging this honorable Court to grant this application.
1.1 The Claimant submits a sole issue for determination by this honorable Court viz:
“Whether it is in the interest of justice to grant this application?”
1.3. On the sole issue for determination, we submit that the paragraphs …….., and ….
of the Statement of Defence of the Defendant offend the rules of pleadings. The
Supreme Court in C. N OKPALA & SONS LTD v. NB PLC (2017) LPELR-
43826 (Pp. 9-10, paras C-A) defined pleadings as follows:
"In Black's Law Dictionary, 8th Edition, pleading is defined as a
formal document in which a party to a legal proceeding (especially in a
civil lawsuit), sets forth or responds to allegations, claims, denials or
defence. In summary, it consists of the plaintiff's complaint and the
defendant's answer. The essence of pleadings is to compel the parties
to define accurately and precisely the issues upon which the case is to
be contested to avoid element of surprise by either party. It is also
essential that parties are not allowed to adduce evidence which goes
outside the facts pleaded. See Onwuka & Anor V. Omogui (1992)
LPELR - 2719 (SC), (1992) 3 NWLR (pt. 230) 393, Adenuga V.
Odumeru (2001) LPELR - 130 (SC), (2001) 2 NWLR (pt 696) 184. One
other essence of pleading is that it must be precise and accurate on the
issues to be decided by the Court such that no party or Court is left in
doubt as to what each party requests from the Court. In the
circumstance, parties are usually confined to their pleadings.”
1.4. Also the Court in OSUJI v. EKEOCHE (2009) 16 NWLR (Pt. 1166) (Pp. 81 @
126, paras D-E) in explaining how pleadings should drafted, held thus:
1.5. It is trite that pleadings should drafted in a manner that is concise, precise,
accurate, comprehensible and meaningful. Pleadings should contain facts and not
arguments, speculations, conclusions or vexatious and scandalous averments.
1.6. Order 15 Rule 2(1) of the High Court of the Federal Capital (Civil
Procedure) Rules 2018 provides thus:
1.7. Order 15 Rule 18(1) of the High Court of the Federal Capital Territory
(Civil Procedure) Rules 2018 further provides for grounds of striking out
pleadings:
(1) The court may at any stage of the proceedings order to be struck
out or amended any pleading or the endorsement of any writ in the
action or anything in any pleading or in the endorsement, on the
ground that:
(a) It discloses no reasonable cause of action or defence as the case
may be; or
(b) It is scandalous, frivolous, or vexatious; or
(c) It may prejudice, embarrass or delay the fair trial of the action; or
(d) It is an abuse of the process of court;
(e) The court may order the action to be stayed or dismissed or
judgement to be entered accordingly as the case may be.
1.8. From the totality of judicial statutory authorities above, a consideration of the
paragraphs of the Statement of Defence reveal paragraphs that the ….
1.9. Paragraph …. of the Joint Statement of Defence responds to no specific paragraph
of the Claimant’s Amended Statement of Claim…
1.10. Paragraph….. of the Joint Statement of Defence, apart from not referring to any
specific paragraph of the Claimant’s Amended Statement of Defence, is
argumentative and not a statement of fact. Arguments are not facts but an
expression of a position already taken by the Defendants as regards the facts in
questions…
1.11. Further, we draw the Court’s attention to paragraph ……
1.12. Paragraph …… of the Statement of Defence aver to speculations, assuming
actions of the…Reiterating the essence of pleadings, the Court of Appeal in H. K.
S. F v. AJIBAWO (2008) 7 NWLR (Pt. 1087) (Pp. 511 @ 530, paras F-G)
held:
“The essence of pleadings is to give one’s adversary the clean and true
picture of the case he is to make at trial.”
1.13. Paragraphs …….. of the Joint Statement of Defence Defendants are richly
contained with grammatical errors, imprecise, unclear and incomprehensible
sentences and paragraphs unconnected to specific paragraphs from the Claimant’s
amended Statement of Claim. This makes it impossible for the Claimant get a
clean and true picture of the case of the Defendant which they intend to put up in
trial and this will grossly affects the right to fair hearing of the Claimant if the
Defendant is allowed to proceed with such offending paragraphs.
2.17 We humbly submit, that where paragraphs of a pleading fail to meet the accepted
standard required of pleadings, as in this case, the proper order to make in the
circumstance, as held by the Court above, is one to strike out those offending
paragraphs. We therefore urge this honorable Court to do the needful by striking
out the entirety of the offending paragraphs of paragraphs ………… of the
Statement of Defence.
3.0 CONCLUSION
3.1 In conclusion, we urge this honorable Court to consider our arguments and
resolve the sole issue submitted for determination in favour of the ….. nd
Defendant and consequently strike out paragraphs ……….., and …..of the
Statement of Defence.
___________________________
IDUH DANEL, Esq.
IDUH & CO
Solicitors & Advocates
No.98 Orlu Road, Off Yusuf
Mohammed Road, Ilorin Kwara.
ghi@gmail.com
081*************.
FOR SERVICE ON:
1. The 1st Defendant:
THE HONOURABLE MINISTER OF THE
FEDERAL CAPITAL TERRITORY
ADMINISTRATION, ABUJA
Kapital Street, Off Obafemi Awolowo Street
Garki Area 11, P.M.B 25
Garki, Abuja.
18.
ORIGINATING SUMMONS
IN THE FEDERAL HIGH COURT OF NIGERIA
IN THE ABUJA JUDICIAL DIVISION
HOLDEN AT ABUJA
SUIT NO:
BETWEEN
SB PLC - PLAINTIFF
AND
TQ - DEFENDANT
LET TQ, within 30 (thirty) days after service of this summons upon them, inclusive of
the date of such service, cause appearance to be entered for them to this summons which
is issued upon application of the Plaintiffs for the determination of the following
questions:
1. WHETHER THE …?
2. WHETHER THE…?
3. WHETHER THE…
And by this summons the Plaintiff seeks the following reliefs against the Defendants,
jointly and severally:
1. A DECLARATION THAT…
2. A DECLARATION THAT…
4. A DECLARATION THAT…
____________________________
JUDGE
____________________
Deponent
3.1 Whether the Defendant has authority under the Constitution of the Federal
Republic of Nigeria to…?
3.2 Whether it was lawful for the Defendant to…?
4.0 LEGAL ARGUMENTS
4.1 ISSUE ONE (1)
“Whether the…?”.
4.1 The power to….
4.2 The Defendant derives its authority from…
4.3 The power of the Defendant is contained in…
4.4 Section…
4.5 From the clear decision of the Court above…
4.6 My Lord, the above judicial pronouncement further supports the plaintiff’s
position that the Defendant cannot investigate into the affairs of private entities
not under the direct employment of the government. The dispute between parties
is purely one arising out of a civil cause of action and which is not for public
interests but private benefits.
4.11 It is therefore our submission that the Defendant lack the authority to investigate
the Plaintiff.
19.
CERTIFICATE OF COMPLIANCE
IN THE NATIONAL INDUSTRIAL COURT OF NIGERIA
IN THE LOKOJA JUDICIAL DIVISION
HOLDEN AT LOKOJA
SUIT NO. ________________
BETWEEN
MR. ABJ ................. CLAIMANT
AND
1. IP LTD
2. ENGR. O. A. O ................... DEFENDANTS
CERTIFICATE PURSUANT TO SECTION 84(4) OF THE EVIDENCE ACT,
2011
I, MR. ABJ, Male, Adult, Christian and a Nigerian citizen of Nigeria resident Behind
…………………….. Kogi State, do hereby certify as follows:
1. That the electronic evidence referred to as "Exhibit …." in paragraph ….. of my
Witness Statement on Oath is as processed and stored on my ……….. with S/N
…….. and IMEI …………………, which I use regularly to send and receive
emails.
2. That the said phone has always been in my custody and at the time when the said
evidence was processed by the said phone, other emails to and from other
addresses were regularly processed and stored on the said phone.
3. That the said phone was, at the time of processing the said evidence, operating
properly and in perfect working condition.
4. That the above information is true to the best of my knowledge and belief.
______________
DEPONET
20.
APPLICATION FOR TRANSFER OF A CASE FROM AREA COURT TO HIGH
COURT FOR LACK OF JURISDICTION
IN THE HIGH COURT OF THE FEDERAL CAPITAL TERRITORY, ABUJA
IN THE ABUJA JUDICIAL DIVISION
HOLDEN AT ABUJA
…….th …………, 20…..
The Administrative Judge,
High Court of Justice,
Abuja Judicial Division,
F.C.T, Abuja.
RE: AREA COURT OF THE FEDERAL CAPITAL TERRITORY ABUJA
IN THE AREA COURT OF ABUJA
HOLDEN AT ABUJA
We are counsel to … (the …) in the above stated case pending at the Area Court, FCT,
Abuja. We humbly seek the transfer of the suit to the High Court for proper adjudication.
GROUNDS FOR THIS APPLICATION
1. The Defendant is a juristic person and not subject to the jurisdiction of the Area
Court.
2. The Defendant has not consented to be tried at the Area Court.
3. The subject matter of the transaction in the suit is a mortgage transaction between
Bank and Customer and therefore not subject to the jurisdiction of the Area Court.
We most humbly pray My Lord to enquire into the above suit and transfer same from the
Area Court of the FCT, Abuja to the High Court of the FCT, Abuja, as we are ready to
defend the suit to its logical conclusion.
We attach herewith copy of the claim before the Area Court, FCT, Abuja.
We would be most humbly grateful if our application is considered and granted.
Thank you.
Yours faithfully,
…………………………………
IDUH DANEL, Esq.
IDUH & CO
Solicitors & Advocates
No.98 Orlu Road, Off Yusuf
Mohammed Road, Ilorin Kwara.
ghi@gmail.com
081*************
LETTERS
“We educated, privileged lawyers have
a professional and moral duty to
represent the underrepresented in our
society, to ensure that justice exist for
all, both legal and economical”
- SONIA SOTOMAYOR
LETTER HEAD
4t
h
of July, 2020
Basset Sunday
……………………………
Dear Sir,
NOTICE TO QUIT
…………………
……………….
Dear Sir,
You are required to settle all outstanding bills up to date and pay your outstanding
………………. months rents.
We thank you for your anticipated co-operation.
Yours Faithfully,
…………………………………….
SIGRID .C. OKAFOR ESQ
PP: O.C.SIGRID & CO
NO. 2, SALAMI OKE STREET,
SURULERE LAGOS
TEL: 08056834322
E- MAIL: o.c.sigrid@gmail.com
AFFIX
GUARANTOR’s
PASSPORT
GUARANTOR’S UNDERTAKING FORM HERE
GUARANTOR’S DATA
*Closest landmark:
____________________
*Business/Organisation Name:
______-________-_______________
*Business/Organisation Address:
____________________-_________-_
*Closest landmark:__________-
_____
D E C L A R A T I O N BY GUARANTORs
I declare that all information and ID tendered for this purpose are valid and authentic, any false
information given may lead to termination of the job offer.
I confirm that the applicant’s house address provided above is valid and correct.
I confirm that he/she is of good character, fit and proper to be considered for employment. I, on the
strength of this, accept to be his/ her Guarantor; produce him/her or to indemnify Workforce
Outsource and / or its subsidiaries or related companies for any loss or liability suffered or
incurred as a result of the action, inaction, negligence or fraud by the Employee should the
need arise.
If I am unable to produce him/her for any loss or liability suffered or incurred as a result of his/her
action, inaction or fraud; and if he is unable to in his/her own capacity remedy or refund within an
agreed time loss or liability suffered or incurred; I as the Guarantor accepts to remedy or refund the
loss or liability suffered
Please Note:
“Workforce Outsource requires that you assume the responsibility of regularly counselling the
candidate to ensure that he/she is of good conduct at all times.”
I hereby declare and affirm that the statements are true and correct in accordance with the Oaths Law
of Nigeria.
Guarantor’s
Signature/D
ate
COMPANY’S ADDRESS
Dear_____
After months of reviewing the outlook for the company in the wake of this economic downturn,
I see no other alternative than to resign my position as chief financial officer with …….(company).
Needless to say, after ………. years of service, this decision was not an easy one.
Please make my resignation effective ..………., which is the end of my scheduled vacation. I will
turn over all company books and settle my accounts prior to that date.
I look back on the experience gained and the friends made with much regard. My association with
HHH has been a valued part of my life.
Good luck to you in the years to come.
Yours Sincerely,
____________________
{NAME}
Date: ……………………………….
Attn: ………………………
,
Re: LETTER OF RESIGNATION
Dear ……………….
Please accept this as a formal notice of my resignation from the position of …………., effective
………week from today, making …………………. my last day of employment.
After careful consideration, I have made the decision to resign in order to. Working for has been a
wonderful experience that has afforded me many valuable opportunities to learn and grow, and I am
very grateful to have been part of this organization.