THIS ARBITRATION AGREEMENT (“Agreement”) is made this 14th day of August 2026.
BETWEEN:
BLUECREST MERCANTILE LIMITED, a company incorporated under the laws of the Federal Republic of Nigeria, with its registered office at No. 17 Adebayo Crescent, Victoria Island, Lagos State, represented by its Managing Director, Mr. Chinedu Emmanuel Okafor (hereinafter referred to as “Party A”);
AND
NEXORA INDUSTRIAL SOLUTIONS LIMITED, a company incorporated under the laws of the Federal Republic of Nigeria, with its registered office at No. 42 Olufemi Street, Ikeja, Lagos State, represented by its Managing Director, Mrs. Amaka Yetunde Balogun (hereinafter referred to as “Party B”).
Party A and Party B are hereinafter collectively referred to as “the Parties” and individually as “a Party.”
RECITALS
A. The Parties have entered into a Commercial Supply and Distribution Agreement dated 1 August 2026 (“the Principal Agreement”).
B. The Parties desire to provide a clear and efficient mechanism for the resolution of disputes arising out of or relating to the Principal Agreement.
C. The Parties therefore agree that disputes falling within the scope of this Agreement shall be resolved by arbitration in accordance with the Arbitration and Mediation Act 2023 and the terms contained herein.
NOW IT IS AGREED as follows:
1. MATTERS TO BE SUBMITTED TO ARBITRATION
1.1 Any dispute, controversy, disagreement or claim arising out of or relating to the Principal Agreement, including any question concerning its existence, validity, interpretation, performance, breach, termination or enforceability, shall be referred to and finally resolved by arbitration.
1.2 The arbitration agreement contained in this Agreement is intended to be separable from the Principal Agreement and shall remain effective notwithstanding any allegation that the Principal Agreement is invalid or unenforceable.
1.3 Nothing in this Agreement shall prevent either Party from applying to a competent court for any interim or protective measure permitted by applicable law.
2. COMMENCEMENT OF ARBITRATION
2.1 A Party wishing to commence arbitration shall give written notice to the other Party (“Notice of Arbitration”).
2.2 The Notice of Arbitration shall state, in reasonable detail:
a. the nature and circumstances of the dispute;
b. the relief or remedies sought;
c. the amount in dispute, where applicable; and
d. the name of the arbitrator nominated by the initiating Party, where a three-member tribunal is required.
2.3 Arbitration proceedings shall be deemed to have commenced upon receipt of the Notice of Arbitration by the other Party.
3. COMPOSITION AND APPOINTMENT OF THE ARBITRAL TRIBUNAL
3.1 The arbitral tribunal shall consist of one (1) arbitrator, unless the Parties subsequently agree in writing to constitute a tribunal of three arbitrators.
3.2 The Parties shall endeavour to agree on the appointment of a sole arbitrator within 14 days from the date of receipt of the Notice of Arbitration.
3.3 Where the Parties fail to agree on the appointment of the sole arbitrator within the prescribed period, either Party may request the Nigerian Institute of Chartered Arbitrators (NICArb) or another mutually agreed appointing authority to make the appointment in accordance with applicable law.
3.4 Where the Parties agree to constitute a tribunal of three arbitrators, each Party shall nominate one arbitrator within 14 days of receipt of the Notice of Arbitration.
3.5 The two nominated arbitrators shall jointly nominate the presiding arbitrator within 14 days of the appointment of the second arbitrator.
3.6 Where an arbitrator is not appointed within the prescribed period, the appointment shall be made by the agreed appointing authority in accordance with the Arbitration and Mediation Act 2023 and any applicable institutional rules.
4. SEAT AND VENUE OF ARBITRATION
4.1 The seat of arbitration shall be Lagos, Nigeria.
4.2 Unless otherwise directed by the arbitral tribunal, the physical hearings shall take place in Lagos, Nigeria.
4.3 The tribunal may, where appropriate, conduct hearings virtually or at another location with the agreement of the Parties or where the tribunal considers it necessary for the fair and efficient determination of the dispute.
5. APPLICABLE ARBITRATION RULES
5.1 The arbitration shall be conducted in accordance with the Arbitration and Mediation Act 2023 and, where applicable, the arbitration rules agreed upon by the Parties.
5.2 Where the Parties have not agreed on institutional arbitration rules, the tribunal shall conduct the proceedings in accordance with the applicable provisions of the Arbitration and Mediation Act 2023 and principles of procedural fairness.
5.3 The language of the arbitration shall be English.
6. PROCEDURE AND EVIDENCE
6.1 The arbitral tribunal shall determine the procedure to be followed, subject to the terms of this Agreement and the applicable provisions of Nigerian law.
6.2 Each Party shall have a reasonable opportunity to present its case, respond to the case of the other Party, present evidence and make submissions.
6.3 The tribunal may admit evidence that it considers relevant and material to the determination of the dispute, subject to applicable law and the requirements of procedural fairness.
7. TIME FOR CONCLUSION OF ARBITRATION
7.1 The Parties shall use their best efforts to ensure that the arbitration is conducted expeditiously.
7.2 The tribunal shall endeavour to conclude the proceedings and issue its award within a reasonable period having regard to the nature and complexity of the dispute.
7.3 Any procedural timetable established by the tribunal may be varied where necessary in the interests of justice and the efficient resolution of the dispute.
8. ARBITRAL AWARD
8.1 The award of the arbitral tribunal shall be final and binding on the Parties, subject to any rights of challenge or recourse available under the Arbitration and Mediation Act 2023.
8.2 The tribunal shall state the reasons for its award unless the Parties agree otherwise or applicable law provides otherwise.
8.3 The award may include orders concerning damages, specific performance, costs, interest or any other relief within the tribunal’s jurisdiction and permitted by law.
8.4 The Parties undertake to comply with the award without undue delay.
8.5 An arbitral award may be recognised and enforced through a court of competent jurisdiction in accordance with applicable Nigerian law.
9. CONFIDENTIALITY
9.1 The Parties shall keep confidential, to the extent permitted by law, the existence of the arbitration, pleadings, documents, evidence, submissions, proceedings and award.
9.2 This obligation shall not prevent disclosure where such disclosure is required by law, necessary for the enforcement or challenge of an award, or reasonably required for obtaining professional, financial or legal advice.
10. COSTS OF ARBITRATION
10.1 The tribunal shall have power to determine the allocation of the costs of the arbitration between the Parties, subject to applicable law.
10.2 Unless otherwise directed by the tribunal, each Party shall initially bear its own legal and professional expenses.
10.3 The tribunal may make appropriate orders concerning arbitration fees, administrative expenses and other costs incurred in connection with the proceedings.
11. AGREEMENT AS A BAR TO COURT PROCEEDINGS
11.1 To the extent permitted by applicable law, where a dispute covered by this Agreement is brought before a court in breach of the Parties’ agreement to arbitrate, either Party may invoke the arbitration agreement and seek any appropriate relief available under Nigerian law.
11.2 Nothing in this clause shall prevent a Party from approaching a competent court for interim, protective or supportive measures permitted by the Arbitration and Mediation Act 2023.
11.3 The arbitration provisions contained in this Agreement shall survive the expiration or termination of the Principal Agreement in respect of disputes arising from or relating to the Principal Agreement.
12. POWERS OF THE ARBITRAL TRIBUNAL
12.1 The arbitral tribunal shall have no authority to amend, rewrite or materially alter the Principal Agreement or this Agreement.
12.2 The tribunal may, however, interpret and apply the contractual provisions necessary for the determination of the dispute submitted to it.
12.3 The tribunal shall exercise only such powers as are conferred upon it by the Parties’ agreement and applicable law.
13. GOVERNING LAW
13.1 This Agreement and the arbitration proceedings contemplated by it shall be governed by the laws of the Federal Republic of Nigeria.
13.2 The arbitration shall be conducted pursuant to the applicable provisions of the Arbitration and Mediation Act 2023, together with any other applicable Nigerian legislation and rules validly incorporated by the Parties.
14. NOTICES
14.1 Any notice required under this Agreement shall be in writing.
14.2 A notice may be delivered personally, by recognised courier service, or by electronic mail to the address or email address last notified by the relevant Party.
14.3 A notice shall be deemed received in accordance with the applicable method of delivery and any applicable law.
15. SEVERABILITY
15.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall, to the extent permitted by law, be severed or modified without affecting the validity and enforceability of the remaining provisions.
16. ENTIRE AGREEMENT
16.1 This Agreement constitutes the entire agreement between the Parties concerning the subject matter of arbitration and supersedes any prior understanding or representation relating specifically to that subject matter.
16.2 The arbitration clause contained in the Principal Agreement shall be read together with this Agreement to the extent that the provisions are not inconsistent.
17. MODIFICATION
17.1 No amendment, variation or modification of this Agreement shall be effective unless it is made in writing and signed by the Parties or their duly authorised representatives.
18. WAIVER
18.1 No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy.
19. COUNTERPARTS AND ELECTRONIC SIGNATURES
19.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
19.2 To the extent permitted by applicable law, electronic signatures and electronically transmitted copies of executed counterparts may be relied upon as evidence of execution.
20. EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Arbitration Agreement on the day and year first above written.
SIGNED FOR AND ON BEHALF OF PARTY A
BLUECREST MERCANTILE LIMITED
Name: Chinedu Emmanuel Okafor
Designation: Managing Director
Signature: __________________________
Date: 14 August 2026
IN THE PRESENCE OF:
Name: Ifeoma Nkiruka Eze
Address: No. 6 Palm Grove Estate, Lekki, Lagos State
Occupation: Chartered Accountant
Signature: __________________________
Date: ______________________________
SIGNED FOR AND ON BEHALF OF PARTY B
NEXORA INDUSTRIAL SOLUTIONS LIMITED
Name: Amaka Yetunde Balogun
Designation: Managing Director
Signature: __________________________
Date: 14 August 2026
IN THE PRESENCE OF:
Name: Tunde Adewale Martins
Address: No. 21 Alhaji Masha Road, Surulere, Lagos State
Occupation: Business Consultant
Signature: __________________________
Date: ______________________________
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DISCLAIMER: This document is provided by LAWYERSVIEW for general educational and informational purposes only. It is a sample/template arbitration agreement and is not intended to constitute legal advice or create a solicitor-client relationship.
The fictional names, companies, addresses, dates and other particulars contained in this sample are for illustrative purposes only. They should not be treated as referring to actual persons, companies, transactions or legal proceedings.
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