JOINT VENTURES AGREEMENT

BY AND BETWEEN

NEW TIGER HEAD NIGERIA LTD

(LANDOWNER)

AND

SHELBY HOMES LIMITED

(DEVELOPER)
_________________________________
IN RESPECT OF THE PROPERTY LOCATED AT PLOT 3707, CONSTITUTING OF
ABOUT 7,969.75SQM WITH FILE NO. MISC 133535, SITUATED AT MAITAMA
DISTRICT, CADASTRAL ZONE A06, ABUJA.

______________________________________________________________________________
 JOINT VENTURES AGREEMENT

THIS JOINT VENTURES AGREEMENT (“JVA”) is made this day of

2023

BETWEEN

NEW TIGER HEAD NIGERIA LTD. A limited liability company incorporated

under the laws of the Federal Republic of Nigeria, having its address at No.20,
Ganges Street, Off Alvon Ikoku Way, Minister Hill, Maitama, Abuja. Nigeria
(hereinafter referred to as “LAND OWNER” which expression shall where the
context so admits include its legal representatives, successors-in title and assigns of
the ONE PART. AND
SHELBY HOMES LIMITED, a limited liability company incorporated under the
laws of the Federal Republic of Nigeria, having registration no. 1717247 and
registered address at No 09 Parakou Crescent, Wuse II, Abuja-FCT, Nigeria
(hereinafter referred to as “DEVELOPER” which expression shall where the context
so admits include its legal representatives, successors-in title and assigns) of the
OTHER PART.

This agreement is entered by the LANDOWNER and DEVELOPER, hereinafter

collectively referred to as the Parties or individually as a party, for the purpose of
developing a 36 Super Luxury of (Three) Bedroom Apartments, 3 Penthouses,
an Office Complex, with associated infrastructural facilities (hereinafter referred to
as the “Project”) on the piece and parcel of land measuring approximately
7,969.75m2 situate, lying and known as Plot No. 3707, Maitama District, Cadastral
Zone A06, with File No. MISC 133535, covered by a dated
, (hereinafter referred to as “The Property”).
WHEREAS:
a. LANDOWNER is the beneficial owner and titleholder in and over the entire
piece and parcel of land measuring approximately 7,969.75m2 situate, lying
and known as Plot No. 3707, with File No. MISC 133535, situated at
Maitama District, Cadastral Zone A06 covered
by a
dated ,
(hereinafter referred to as “The Property”).
b. DEVELOPER is a limited liability company duly incorporated under the
Companies and Allied Matters Act in Nigeria with objects among others, to
 engage in Real Estate, construction, development, management of properties
and infrastructural services in Nigeria.
c. LANDOWNER is desirous of developing the said property into a housing
structure made up of 3 Units of 3 (Three) Bedroom Blocks of Super Luxury
Flats (Residential) further described below in Article 4 (g)
d. DEVELOPER approached the LANDOWNER with the proposal for a
(JVA) of the Property under the arrangement wherein the Land Owner
contributes the land as its Equity to the venture and the Developer’s Equity
contribution to the venture is Project financings, Building materials and
construction, skilled and unskilled manpower.
e. The RESIDENTIAL BUILDING to be built shall have Building Designs,
Infrastructure Designs, and Plans (Architectural and Engineering Designs)
approved by the Development Control Department (FCDA). The period for
processing the necessary Approval shall not be included in the Project
Implementation Timeline.
f. Consequently, the parties are desirous of structuring a strategic collaboration
by carrying out this agreement for the purposes set forth herein and have
expressed their desire to define between themselves their responsibilities,
benefits, and accountabilities as relating to the performance of the stated
development; and
g. This Agreement now records the understanding of the parties as to the
intended relationship on housing development.

NOW THEREFORE THIS AGREEMENT, in consideration of the shared

promises herein contained, and the mutual covenants set forth below witnesses as
follows:
1. INTERPRETATION
The headings of clauses in this agreement are for convenience and reference only
and shall not be used in the interpretation of, nor used to modify or amplify the terms
of this agreement or any clause hereof. Where figures are referred to in numerals and
words if there is any conflict between the two, that stated in words shall prevail.
A reference to another agreement or any deed or other instrument shall be construed
as a reference to that other agreement, deed, or other instruments, as the same may
have been at the time of execution of this agreement.
This agreement now supersedes any prior existing agreements in writing or verbally
between the parties.
In this agreement, the following words and expressions shall unless repugnant to the
context or meaning thereof have the meaning hereinafter respectively assigned them.
i. AGREEMENT means this Joint Ventures Agreement (JVA)
ii. ABANDONMENT means stoppage of construction work or when no
construction work is carried out on the project site without any reasonable
excuse from the Developer for a continuous period of 60 days. The period of
Stop work by a regulatory Body shall not be deemed as an Abandonment.
iii. APPLICABLE LAWS means all laws enacted and brought into force
including rules, regulations made thereunder and judgments, injunctions, writs,
and orders of any court of record as may be in force and effect.
iv. ARBITRATION ACT means the Arbitration and Conciliation Act Cap. A18,
Laws of the Federation of Nigeria, 2004 and shall include modification to or
any re-enactment thereof as in force from time to time.
v. BILL OF QUANTITIES means the itemized list of materials and labor and
their respective costs/price required to undertake and complete the construction
work which will be prepared by a Qualified Quantity Surveyor and agreed upon
by the Parties.
vi. BUILDING PLAN means the drawings on the scale to be used in putting up
the Housing Structure on the property which have been approved by the
Development Control Office of the Federal Capital Development Authority.
vii. CONSTRUCTION WORKS means all works and things necessary to
achieve execution of the project.
viii. DEVELOPER shall have the meaning ascribed thereto in this agreement
to mean RELIABUILD PROPERTIES LIMITED and shall include all sub-
contractors and or agents engaged to undertake construction works on the
project.
ix. DEVELOPMENT PLAN means the graphical representation of the proposed
project presented by the Developer to the LANDOWNER comprising the
houses as approved by Development Control (FCDA) and related
infrastructural facilities.
x. DISPUTE RESOLUTION PROCEDURE means the procedure for the
resolution of a dispute in this agreement.
xi. ENCUMBRANCE means any encumbrance such as a mortgage,
charge/pledge, defects in owner’s title, and lien of any kind.
xii. FORCE MAJEURE EVENT has the meaning ascribed thereto in this
agreement.
xiii. INFRASTRUCTURAL FACILITIES means car park, roads, water
supply, landscaping, electricity distribution, sewerage, fencing, and drainage.
xiv. MATERIAL BREACH means a breach by either party of any of its
obligations under this agreement which is likely to have a material adverse
effect on the project and which such party has failed to remedy.
xv. MATERIAL DECISION means a decision related to the project which
requires the joint approval of the parties or a decision that if not taken would
have an adverse effect on the project completion and timeline.
xvi. PROJECT SITE means Plot No. 3707, measuring approximately
7,969.75m2, with File No. MISC 133535, situated at Maitama District,
Cadastral Zone A06 covered by a dated
, (hereinafter referred to as “The Property”).
xvii. PROJECT means the development of a standard 3 Units of 3 (Three)
Bedroom Blocks of Super Luxury Flats, at the project site.
xviii. PROJECT DEVELOPMENT shall consist of the development of house
units with infrastructure on the property as may be approved by the Department
of Development Control FCDA.
xix. TERMINATION means the determination of this agreement pursuant to
termination notice or otherwise in accordance with the provisions of this
agreement.
xx.TERMINATION NOTICE means communication in writing by a party to the
other party regarding termination in accordance with the applicable provisions
of this agreement.
xxi. TERMINATION PAYMENT means the aggregate amount payable
under this agreement upon termination for work already done by the Developer
which cost shall be determined by a Qualified Quantity Surveyor nominated
 jointly by the Parties or in the event of failure to jointly appoint then by a Judge
of the High Court of the Federal Capital Territory.
2. NATURE OF THIS AGREEMENT: This agreement shall form the basis for
further formal relations and agreements between the parties and is made in
pursuance of the agreement of parties to collaborate to develop the Property.
3. COMMENCEMENT AND TERM
a. The transactional cycle for the development shall be 24 calendar months
starting from the commencement date, however, this duration shall be
renewable by agreement of parties.
b. The commencement date of this agreement shall be the date of
commencement of work on the project.
c. This Agreement shall come into effect from the commencement date and
shall subsist till all the projects identified by parties are concluded or
otherwise terminated in accordance with the provisions of this agreement.
4. SCOPE OF THE JVA
a. Both parties shall take the necessary steps to give full validity to the
covenants and decisions to be undertaken as separate corporate entities
under this agreement. Each party shall perform, schedule, staff, and
manage its obligations within this agreement save where the cooperation
of the other party is required.
b. The Developer shall not assign his obligations under this Agreement
without the prior written consent of the Landowner, consent shall not be
unreasonably withheld. The Landowner shall not assign his interest in the
land to a third party during the course of this agreement. In the event that
the landowner assigns his title to the property to a third party, the cost
already incurred by the Developer shall be a first-line charge on the
property and the Developer shall be entitled to have the cost paid before
any interest may be assigned by the Landowner. This agreement shall not
be construed as creating a general partnership between the parties.
c. Each party shall ensure that its employees, agents, and advisers comply
with the undertakings in Article 7 as if they were the relevant party. Both
parties agree to deal fairly with each other and speedily ensure the
advancement of the terms and conditions of this Agreement.
 d. The Developer is hereby authorized to take such actions as it deems
necessary to perform its services and obligations hereunder and to the
extent consistent with the Development plan.
e. The original title documents of the said property, all payment receipts in
respect of this property, and the required permits and approvals shall be
kept in escrow. The escrow agent or facility to be used shall be agreed
upon by both parties, and both parties agree to be financially responsible
for funding the escrow services subject to the terms and conditions they
shall agree upon with the escrow agent or facility.
f. Parties also agree that all losses (if any) arising in this project, shall be
borne by the party whose actions resulted in the loss.
g. The types of structure to be developed on the property shall be:

 36 Super Luxury of (Three) Bedroom Apartments

(Residential)
 3 Penthouses
 An Office Complex

h. Parties understand that execution of the project shall be in strict

accordance with the contract documents agreed to and in the highest
standards.
i. The Office Complex shall be built by the DEVELOPER for the
LANDOWNER and shall also house the office of complex manager.
5. OBLIGATIONS OF LANDOWNER
a. Provide the landed property for the proposed development free from all
encumbrances.
b. Resolve all community/politically-related matters that may arise in the
cause of execution of the project.
c. Resolve all matters or issues of ownership of the land that may arise.
d. The LAND OWNER shall hand over the vacant possession of the Project
site to the DEVELOPER upon the execution of the agreement. The LAND
OWNER shall not transfer assign, lease, or sub-let the property interest or
any part thereof to a third party during the project construction period.
 e. Execute a Deed of Partition after the project is completed based on the
agreed-upon sharing formula in Article 8 below.

f. Indemnify and keep The Developer indemnified against any liability, cost,
loss, claims, and expenses, including but not limited to solicitor’s fees and
project disbursements, arising out of or resulting from the acts or
omissions of the Landowner, its agents, officers, sub-contractors or
delegates which would constitute fraudulent, negligent, wrongful or
malicious acts or omissions at law due to any defect in title, claims,
demands, actions and proceedings that may arise in respect of the property
g. Perform such other roles as may be necessary to provide an enabling
environment for the effective delivery of the project.
6. OBLIGATIONS OF DEVELOPER
a. DEVELOPER’s equity contribution to the development shall be the financing,
actual construction, finishing, and delivery of the housing units and infrastructural
facilities on the property in accordance with the scope of development as provided
in Article 4 (g) above.
b. DEVELOPER shall devote time, effort, resources, and skills as may be
necessary for the efficient development, and completion of the project
development.
c. Provide a detailed Development Plan and Construction Timeline for LAND
OWNER’s review and approval (or as approved by the Development Control
Office).
d. Provide a Bill of Quantities for the project which is to be verified and agreed
upon by parties.
e. Comply with all matters relating to land use entitlement on the property and
secure all prescribed reports and government approvals needed for the execution of
the project in conjunction with the LANDOWNER where necessary.
f. Produce and/or secure the production of all drawings for the Building plan
approval, layout designs, Estate infrastructure design, survey and topography, and
Bill of Quantities.
g. Prepare all technical data required to ensure the successful and timely
completion of the project as may be agreed by the parties.
h. Complete the construction of the agreed house units, and infrastructural
facilities within the agreed time.
i. Engage qualified and experienced Builders to directly control, coordinate and
monitor the implementation of the project on-site.
j. At its own cost and financial risk, procure the required financing for the Project.
k. Indemnify and keep THE LANDOWNER indemnified against any liability,
cost, loss, claims, and expenses, including but not limited to solicitor’s fees
arising out of or resulting from the acts or omissions of the Developer, its agents,
officers, sub-contractors, or delegates which would constitute fraudulent,
negligent, wrongful or malicious acts or omissions at law.
l. Provide THE LANDOWNER with copies of all regulatory filings, copies of all
permits, and reports issued relating to the project upon demand.
m. The DEVELOPER hereby undertakes that the Building shall be of standard and
excellent quality PROVIDED that if any fundamental defect or such other defect
which any occupier of such houses identifies within a period of 6 months from
the date of the first occupation shall be remedied/rectified by the DEVELOPER.
n. At all times, perform its obligations and services hereunder in a manner which
is in conformity with the standard of care and quality expected of a Developer of
acclaimed credentials in similar activities, in obedience to applicable laws and
regulations and under the highest professional standards and business ethics.
o.Perform such other roles as may be necessary to provide an enabling
environment for the effective delivery of the project and do all such acts as are
necessary for the successful and timely completion of the Project in accordance
with this Agreement
7. JOINT RESPONSIBILITIES OF PARTIES
The parties are to cooperate with each other using their best endeavors at all times,
to observe the principles of good faith in their dealings with each other, and shall
not enter into any agreement to do any act with third parties howsoever where such
agreements/acts will conflict with the objectives of this agreement.
8. SHARING FORMULA
On completion of the Project, the Parties shall share the housing units on a 50/50
proportion in the following manner;
LANDOWNER

 18 Super Luxury of (Three) Bedroom Apartments

 1 Penthouse

 An Office Complex
 DEVELOPER
 18 Super Luxury of Three Bedroom Apartments

 2 Penthouse
PREMIUM PAYMENT: LANDOWNER AND DEVELOPER
 Each unit of the house is valued at an off-taker price of ………. and …………
after Completion.
 In consideration of this agreement, the Developer has agreed to pay a premium
of $750,000.00 (Seven Hundred and Fifty Thousand Dollars Only) to the
landowner. The premium shall be transferred to the Landowner’s designated
domiciliary account as provided.
 That where the Developer shall default, fail or neglect, in making the premium
payment of $750,000 (Seven Hundred and Fifty Thousand Dollars Only), this
Agreement shall immediately become voidable at the instance of the Landowner
and at which juncture the Landowner shall be at liberty, at its sole discretion, to
elect to either treat same as a minor breach and move for the enforcement of same
or to treat same as a fundamental breach and to repudiate the instant Agreement
by a 7 days’ Notice sent to the Developer in that regard.

9. IT IS FURTHER MUTUALLY AGREED AS FOLLOWS BY

THE PARTIES:
a. Without prejudice to any of the provisions of this Agreement, it is hereby
agreed that if the DEVELOPER is unable to perform and or fully discharge any of its
obligations under this Agreement, the LANDOWNER will be entitled to make such
arrangements as the LANDOWNER in its discretion considers expedient for the
performance of the outstanding obligations on the DEVELOPER’s part to be
performed, PROVIDE ALWAYS that the LANDOWNER has notified the
DEVELOPER in writing that such obligation is due for performance and the
DEVELOPER continues to default to perform and fully discharge such obligations
after 3 Months. It is agreed that all such costs incurred by the LANDOWNER in
exercising the option to perform and fully discharge any of such obligations on the
part of the DEVELOPER performed and fully discharged by the LANDOWNER
shall be entitled to full reimbursements of all such costs expended to complete the
project.
b. The LAND OWNER states categorically that this Property is not subject to any
legal or equitable mortgage and/or hypothecated to any bank or financial institution,
it
is not a subject of government compulsory acquisition nor subject of litigation in any
court. The Property shall remain unencumbered throughout the duration of this
agreement.
c. Taxes, permits, levies, bills and government charges, and other liabilities which
may become accruable during the period of construction on the property
commencing from the date vacant possession is granted to the DEVELOPER shall
be payable by the DEVELOPER to such authority. However, every levies and
outgoing which had become due before the commencement of this agreement shall
remain the liabilities of the LANDOWNER.
d. That the Developer shall be responsible for the payment of the 10% Rules of
Professional Conduct (RPC) standard cost & legal fees associated with the
preparation of this Agreement as well as the payments, on behalf of the Landowner
and in the name of the Original Allottee; to the appropriate authority, for the issue of
any necessary building/development approvals and permits as may be required
before commencement of works on the property.
e.

11. TITLE DEED

a. Copies of the title document shall be kept in escrow and made available to the
Developer for the purpose of processing and obtaining the necessary permits and
approval from the relevant agencies of the Government. Parties shall ensure that the
title document is made available for this purpose.
b. The Land Owner undertakes not to encumber the property for any purpose
whatsoever nor use the land title document as collateral to a third party for
whatsoever reason within the period of this agreement without writing consent of the
Developer.
c. The Developer undertakes not to use the land title document as collateral to
a third party for whatsoever reason within the period of this agreement without
writing consent of the Landowner.
12. FINANCIAL PROVISIONS
The Parties shall contribute the following assets for the effective and timely
execution of this Project:
a. THE LANDOWNER:
 The Land
b. THE DEVELOPER:
 i. All designs – Architectural, Civil, Structural, Mechanical, Electrical,
Infrastructural, etc.
ii. Development permits and other requirements from the Development Control
Department (FCDA) and other Town Planning, Regional, Health & Safety
Regulatory Authorities.
iii. Preliminary works such as the construction of access roads, site clearing,
perimeter fencing, etc.
iv. Funding of the Construction Works and materials.
v. Evidence of proof of funds, Evidence of previously completed work, and
detailed schedule of financial layout, value of land/expected cost of each
Building and anticipated earnings of each party will be annexed as part of this
agreement.
13. CONFIDENTIALITY AND NON-DISCLOSURE
a. The parties acknowledge and agree that in the course of the performance
of the project and/or additional services pursuant to this agreement, each
may be given access to, or come into possession of, confidential
information of the other confidential material of that party. Therefore, the
parties undertake to keep confidential all information (written or oral)
concerning the business and affairs of the other that it has or shall obtain or
receive as a result of this collaboration.
b. Parties hereby agree that neither party shall enter into any relationship with
any third party or parties, that can procure a commercial advantage over,
or be detrimental to the rights, or obligations of the other party under this
agreement concerning the project
e. Each of the parties undertakes to the other to take all such steps as shall
from time to time be necessary to ensure compliance with the provisions of
this clause by its employees, agents, or assignees.
f. In the event of a breach of the provisions of this clause, the party
aggrieved shall be entitled to invoke all remedies available to it in law,
including the institution of urgent interim proceedings and an action for
damages if all other attempts at amicable resolution fail.
g. Nothing in this clause shall be deemed as restricting either party from
independently developing and executing projects or rendering consultancy
services concerning any sector in Nigeria, in so far as there is no conflict
with any subsisting/ongoing collaboration interest of both parties.
14. TERMINATION
Notwithstanding anything contained in this agreement, either party shall be entitled
to terminate this agreement where there has been a material breach of the provisions
of this agreement in accordance with the following terms:
A. EXERCISE OF TERMINATION RIGHT BY THE DEVELOPER:
The Developer shall be entitled to terminate this agreement where the
LANDOWNER has by any act or omission created circumstance(s) that have a
MATERIAL ADVERSE EFFECT on the performance of the Developer’s
obligations and has failed to remedy same within 30 (thirty) days of notice thereof by
the Developer. The Developer shall not be allowed to terminate the agreement where
the following occurs:
i. A ‘stop work’ order has been issued by a government agency for failure to obtain
or follow regulatory approvals or adhere to safety provisions or restrictions on the
project site.
B. EXERCISE OF TERMINATION RIGHT BY THE OWNER
The owner shall be entitled to terminate this agreement by giving prior written notice
of one (1) month to the Developer if any of the following occurs and remains
unchanged upon the expiration of the notice:
i. If the Developer is unable to mobilize to the site in accordance or where after an
extension consented to by the Land Owner, the Developer is still unable to mobilize
to the site or where any representation or warranties given by the developer
under this agreement is found to be false.
ii. At the instance of the Developer and previously unknown to the Landowner,
occurs or comes to light any circumstance or change in the project development
which would have an adverse impact on the property rights of the Landowner,
reduce the owner’s percentage of profits or Landowner’s interest in the project, or
otherwise negate the economic feasibility of the project.
iii. Where the Developer abandons the execution of the project, PROVIDED that
the Developer shall be deemed not to have abandoned operation if such abandonment
was:
- As a result of a Force Majeure event.
- A ‘stop work’ order has been issued by a government regulatory agency
- By a third-party injunction brought against the LANDOWNER wherein the third
party is claiming a prior legal right to the land against the Owner.
C. CONSEQUENCE OF TERMINATION
i. Where the Developer is unable to mobilize to the site in accordance with the
terms of this agreement, or otherwise is unable to carry out its obligations under this
Agreement, the Land Owner shall be entitled to terminate this Agreement.
ii. In the event of termination due to the inability of the developer to continue with the
project, there will be a proper valuation of work already executed which shall be
determined by a Qualified Quantity Surveyor nominated jointly by the Parties. The
developer shall be adequately compensated for the quantum of work already
executed after-sales upon completion of the project by the land owner or any of its
nominees.
iii. In the event of termination of this agreement due to want of title of the
landowner, the Developer shall be entitled to the payment of compensation from the
Owner, and the cost value already expended by the Developer shall be paid by the
Landowner to the Developer within 90 days of the termination. The owner shall not
continue with the project as commenced by the Developer without first paying the
compensation to the Developer. It is specifically agreed that the stage of work on any
part of the site shall be taken into account as entitling the Developer to the payment
of compensation.
iv. Where the Developer anticipates that he will be unable to finish the
development of the project within the specified period in this agreement, It shall
inform the owner in writing within One (1) months before the expiration of the
period and an additional grace period not exceeding 10 months from the end of the
original time may be granted, and any further breach or failure to complete
development within the grace period, the Developer and the owner shall mutually
agree on the most practicable timeline within which to complete the execution of the
Project.
Nothing in this paragraph shall prevent the owner from starting the termination
process in case of abandonment.
15. NOTICE OF BREACH AND/OR DEFAULT
i. In the event of any material breach or material default including abandonment
under this agreement by either party, the non-defaulting party shall give the other
written notice of such breach or default.
ii. The other party shall have a period of 30(Thirty) days from the date of receipt
of such notice within which the breach or default may be rectified.
16. INDEMNIFICATION
a. Each party, at their own expense, shall indemnify, defend and hold the
other, its partners, shareholders, directors, officers, employees, and agents
harmless from and against any and all third-party suits, actions,
investigations and proceedings and related costs and expenses (including
 reasonable attorney’s fees) resulting solely and directly from the
indemnifying party’s negligence or willful misconduct in relation to this
agreement.
b. Neither party shall be required hereunder to defend, indemnify or hold
harmless the other and/or its partners, shareholders, directors, officers,
employees, and agents, or any of them, from any liability resulting from
the negligence or wrongful acts of the party seeking indemnification or of
any third party.
17. WAIVER
a. A waiver of any term, provision, or condition of this agreement shall be
effective only if given in writing and signed by the waiving party and then
only in the instance and for the purpose for which it is given.
b. No failure or delay on the part of any party in exercising any right, power,
or privilege under this agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power, or privilege
preclude any other or further exercise of any other right, power or
privilege.
c. No breach of any provision of this agreement shall be waived or
discharged except with the express written consent of the parties.
18. FORCE MAJEURE
In this agreement, Force majeure shall mean an exceptional event or circumstances;
which is beyond a party’s control, which such party could not reasonably have
provided against before entering into the contract; which having arisen, such Party
could not reasonably have avoided or overcome; which is not substantially
attributable to the other party, and the affected party has been unable to overcome
such event by the exercise of due diligence and it has materials adverse effect on the
project. Force Majeure may include but is not limited to exceptional events or
circumstances of the kind herein listed: Earthquakes; Cyclones; Floods; Volcanic
eruptions; Fires (to the extent originating from a source external to the project site or
beyond the design specifications for the construction works); Landslides; Terrorist
Acts; Strikes; Acts of government; Epidemic; Pandemic, War, and Riots and all
manner of civil commotion.
i. No Party shall be deemed to be in breach of this Agreement, or otherwise be
liable to the other Party, by reason of any delay in performance, or the non-
performance, or any of its obligations hereunder, to the extent that the delay or non-
performance is due to any Force Majeure of which it has notified the other parties,
and the time for performance of that obligation shall be extended accordingly.
ii. If the performance by any Party of any of its obligation under this Agreement is
affected by Force Majeure for a continuous period in excess of 3 months, the Parties
shall enter into bona fide discussions with a view to alleviating its effects, or to
agreeing upon such alternative arrangement as may be fair and reasonable.
SEVERABILITY: If any part or sub-part of this Agreement is held invalid or
unenforceable by a court of law or competent arbitrator, the remaining parts and
sub-parts will be enforced to the maximum extent possible. In such a condition, the
remainder of this Agreement shall continue in full force.

19. DISPUTE RESOLUTION

Any dispute arising out of this agreement shall be resolved as follows:
A. Amicable Resolution
i. Save where expressly stated otherwise than in this agreement, any dispute,
difference or controversy of whatever nature, however, arising under, but of or in
relation to this agreement including non-completion of the project between the
parties and so notified in writing by either party to the other in the first instance shall
be attempted to be resolved amicably by both parties.
ii. Either party may require the dispute to be referred to a certified/chartered
mediator of The Institute of The Chartered Mediators & Conciliators (ICMC) to be
appointed by both parties for the time being for amicable settlement.
iii. Upon such reference, the parties shall meet at the earliest mutual convenience
and in any event within 30 (thirty) days of such reference to discuss an attempt to
amicably resolve the dispute.
iv. If the dispute is not amicably resolved within 30 (thirty) days of such meeting
between the parties and either party may submit the dispute to Arbitration.
B. Arbitration
i. Any dispute which is not resolved amicably as provided above shall be referred
to arbitration by any party.
ii. The reference will be to a sole arbitrator jointly appointed by the parties; such
appointment is to be done within 21 days of the breakdown of mediation. The
arbitration shall be governed by both the Arbitration and Conciliation Act 2004 (or
any amendment or re-enactment thereof)
iii. Where the parties are unable to agree on the appointment of a sole arbitrator,
any party may, upon giving written notice to the other party, apply to the High Court
of the Federal Capital Territory for the appointment of the Sole Arbitrator. The
person to be appointed as the Arbitrator shall have sufficient knowledge in
construction and related matters.
iv. Place Of Arbitration
The place of arbitration shall be Abuja, FCT.
v. English Language
The request for Arbitration, the answer to the request, the terms of reference, any
written submissions, any orders, and ruling shall be in English and if oral hearing
shall take place, English shall be the language to be used in the hearing.
vi. Procedure
The procedure to be followed during the Arbitration including the appointment of an
arbitrator, arbitral tribunal, and the rules of the evidence which are applied shall be in
accordance with the Arbitration and Conciliation Act 2004.
vii. Enforcement Of Award
Any decision or award resulting from arbitration shall be final and binding upon the
parties.
viii. Fees And Expenses
The fees and expenses of the arbitration and all other expenses of the arbitration shall
be initially borne and paid by respective parties subject to determination by the
arbitrator.
ix. Performance During Arbitration
Pending the submission of and/or decision on a dispute, difference, or claim or until
the arbitral award is published; the parties shall continue to perform all their
obligations under this agreement without prejudice to a final adjustment in
accordance with such award.

NOTICES:
Any notice or other documents or communication which may be given by either
party under the JVA shall be given in writing, and shall be deemed to have been duly
given if sent by post or by e-mail to each party’s address as set out below:
To Developer:
Managing Director,
SHELBY HOMES LIMITED,
No. 9, Parakou Street, Wuse 2, Abuja.
Email:

To Landowner:
Managing Director
NEW TIGERHEAD NIGERIA LTD.
No. 20, Ganges Street, Off Alvan Ikoku Way, Minister Hills, Maitama or No. 230,
Aba Road, Port Harcourt, Rivers State.
Email: newtigerheadccltd@gmail.com

20. APPLICABLE LAW

This Agreement and the rights and obligations of the parties hereto shall be
interpreted and enforced in accordance with and governed by the laws of the Federal
Republic of Nigeria.
21.ENTIRE AGREEMENT: This Agreement represents the full understanding of
the Parties and shall supersede all previous oral or written agreements regarding
the subject matter herein. No parties shall be bound by any undertaking,
representation or promises not recorded herein. No amendment or variation shall
be made without the consent of the parties.
IN WITNESS OF WHICH the parties have executed this JOINT VENTURES
AGREEMENT in the manner below, the day and year first above written.

THE COMMON SEAL OF NEW TIGER HEAD NIGERIA LTD IS HEREBY

AFFIXED IN THE PRESENCE OF: -

DIRECTOR DIRECTOR/SECRETARY
NAME: NAME:

THE COMMON SEAL OF RELIABUILD PROPERTIES LIMITED IS

HEREBY
AFFIXED IN THE PRESENCE OF: -

DIRECTOR DIRECTOR/SECRETARY