HOW TO OBTAIN NOTAP CERTIFICATE IN NIGERIA.
National Office for Technology Acquisition and Promotion (NOTAP) was established for the purposes registering transfer of technology from a foreign entity doing business with a local company in Nigeria.
Here two companies come together to form a venture for the purpose of executing a contract or project in Nigeria. If, these process are not done before a foreign entity importing technology into Nigeria, it will be difficult to return proceed of funds realized from the said contract that was executed out of Nigeria.
There are two stages to this;
I. JOINT VENTURE AGREEMENT (JVA).
This is the agreement that brings two intending companies together for the purposes of doing technology business in Nigeria.
It creates a stage where parties defines how they will operate a technology business in Nigeria.
In this case, both companies will come together to execute a Joint Venture Agreement (JVA) that will transform into forming a special purpose vehicle company (SPVC) to execute a particular contract or project in Nigeria.
The JVA will disclose those persons that will be the directors of the company( each Venture company will nominate a director to represent them at the SPC), how the shares will be allotted, the objective of the company, appointment of company secretary, proposed project to be executed and duration of project.
Although it is not important to form a special purpose company (SPC), but parties go for this for ease of operation.
A due diligence and search should be done on the Nigeria company. The purpose of this is that the foreign company should understand the objectives and real identity of the directors of the proposed joint venture partner and as well to ascertain if there is any lien on the company. This is done to avert transfer of liability, since the MEMERT of the company is not amended.
The JVA should also explain the equity contribution of the parties, profit and liability sharing formula and that previous liability of the company will not be transferred to the SPC.
The next stage is
ii. TECHNOLOGY TRANSFER AGREEMENT (TTA)
TTA is the instrument registered with NOTAP; the parties to the TTA are the Nigerian registered SPC and the foreign company .
The foreign company technology providers could be provides any of the following services:
-Consultancy services-Technology know-how
-Software license-Research and Development.
TTA must be registered within 30 days of their execution and this is statutory.
For instance, the specification provides that the seat of Arbitration must be in Nigeria. Failure to encapsulate these clauses in the TTA will make NOTAP to refuse the registrations of the TTA.Any company that fails to register its TTA will not have its credit remitted outside Nigeria by the Central Bank, licensed deposit money bank in Nigeria and Ministry of Finance.
The foreign company will also register its Intellectual property on the technology that will be used by the parties for the project; if it is software or hardware, it will be registered. The relevant software code or identity of the software or technology must register.There must be evidence of intellectual property rights ownership of the technology to be used by foreign company. The IP rights must disclose that foreign company is the owner of the software or technology to be used in Nigeria. Without this, it will not be registered.
TTA should have a comprehensive and detail information on the content of the technology.NOTAP registration is statutory; TTA is designed to monitor and control technology transfer into Nigeria. It is formulated to check porous entrance of technology into Nigeria.
Upon registration, a certificate of registrations will be issued by NOTAP.
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