Legal Partnership Operating Framework

---

Purpose

This framework sets out how legal counsel supports development assessment and CoDev transactions. It records the operating model agreed between CoDev Property and its Strategic Legal & Transaction Partner, ahead of the definitive partnership terms, client engagements, platform wording and legal work instructions.

1  Partnership roles

• CoDev owns platform decisions, developer onboarding, buyer qualification, overall project assurance and Deal Room administration.
• Counsel owns its agreed legal review scope, professional judgment, written findings, legal conditions and transaction documentation under separate instructions.
• Developers and landowners supply evidence, answer legal queries and remedy conditions. Buyers decide whether to proceed and may instruct independent counsel.
• Legal clearance concerns the defined legal workstream only. CoDev alone decides whether a development is listed or described as Investment Ready.

2  Development and buyer journey

Stage	Owner and output
Onboard and screen	CoDev verifies the developer and receives the project pack; commercial screening determines whether to commission legal review.
Review and resolve	Counsel checks agreed title, land rights, party authority, JV/SPV arrangements, approvals and transaction structure; issues queries and a scoped report.
Assurance decision	Counsel records cleared, conditional, material issue or rejected status. CoDev checks other commercial, financial and technical gates before approving a listing.
Buyer qualification	CoDev assesses buyer intent, capacity and readiness, completes applicable identity checks, and records confidentiality terms before Deal Room access.
Transaction	Counsel prepares or reviews agreed reservation, sale, subscription or JV documents. CoDev coordinates signatures, funding evidence and milestone records.
Completion	Counsel supports agreed completion and perfection tasks under a transaction instruction; CoDev archives the approved completion record.

3  Legal review and platform controls

• Each development has a review case, checklist, evidence register, counsel decision, open conditions, decision date and versioned report. Material issues block commitment until counsel records a new disposition.
• Only an authorised counsel user can issue or change a legal decision. CoDev controls the public display and cannot turn a pending review into legal clearance.
• A legal badge, if approved, states the review scope and date and links to limitations and outstanding disclosed conditions. Counsel's name or logo appears only with written brand permission.
• The Deal Room shows only approved versions to authorised buyers, with access logs, acknowledgements, controlled downloads and revocation on withdrawal or expiry. Material document changes trigger renewed notice or acknowledgement.

4  Professional boundaries

Each instruction identifies counsel's client and the capacity in which it acts. CoDev will not imply that project counsel also represents buyers. Counsel defines conflict checks, reliance on its reports, permissible disclosure, and circumstances requiring independent buyer advice.

The parties agree responsibility for identity checks, anti-money-laundering processes, privacy notices, data access, retention and incident handling, with reference to the applicable Nigerian requirements.

5  Commercial and service schedule to agree

• Scope and exclusions for corporate/platform advice, project due diligence, transaction work, and completion or title perfection.
• Fee basis for each service, payer, invoicing triggers, disbursements and any separately instructed buyer advice; no referral or revenue arrangement assumed.
• Target turnaround times after receipt of a complete pack, query escalation, named contacts and substitute reviewer arrangements.
• Ownership and permitted platform use of templates and reports, confidentiality, professional indemnity, liability and termination handover.

6  Immediate decisions and next steps

• Counsel to confirm this framework and nominate a relationship lead and legal review lead.
• Jointly approve a pilot legal checklist, sample report, condition categories and proposed public verification wording.
• Select one live development for a pilot, confirm its scope, fee and document pack, then test the legal review and Deal Room workflow.
• Convert the agreed model into a partnership agreement and service schedules before public use of the firm's branding or formal legal verification claims.

Acknowledgement and agreement to proceed

By signing below, the parties adopt this operating framework and agree to proceed with the pilot and to enter the definitive partnership agreement described in Section 6. The definitive partnership agreement and service schedules will set out the detailed legal, fee and professional-responsibility terms.