ICRC model PPP agreement to end contracting uncertainty, speed up infrastructure deals — Ewalefoh

The Director-General and Chief Executive Officer of the Infrastructure Concession Regulatory Commission (ICRC), Dr. Jobson Oseodion Ewalefoh, says Nigeria’s newly unveiled Model Public-Private Partnership (PPP) Agreement is designed to end years of uncertainty, lengthy negotiations and inconsistent risk allocation in infrastructure concession deals.

Ewalefoh said the new agreement, unveiled in June 2026, would provide government agencies and private investors with a dependable framework for negotiating PPP contracts while strengthening protections for the public interest.

According to him, Nigeria’s approach to PPPs for nearly two decades after the enactment of the ICRC Establishment Act in 2005 was largely based on project-by-project and ministry, department and agency (MDA)-by-MDA negotiations.

He said the system meant that key provisions, including definitions, risk allocation, default clauses and dispute-resolution mechanisms, were often developed from scratch and differed significantly from one transaction to another.

“This carried real costs,” Ewalefoh said, explaining that concessions sometimes took years to negotiate, while disputes could escalate into litigation because of unclear risk allocation.

He added that lenders were also reluctant to provide long-term financing because critical protections, including step-in rights, direct agreements and predictable termination compensation, were either missing or inconsistently applied.

The new Model PPP Agreement, he explained, was developed in collaboration with the Federal Ministry of Justice and benchmarked against Nigerian law and international best practices.

Ewalefoh stressed that the document was not intended to be a rigid, one-size-fits-all contract, but rather a standard starting point from which MDAs could negotiate individual transactions more efficiently.

At the heart of the agreement, he said, is a deliberate risk-allocation framework that assigns each risk to the party best positioned to manage it.

The agreement also establishes clearer default and termination provisions, including cure periods and compensation formulas, while protecting project financiers through a Direct Agreement that gives lenders defined cure and step-in rights before a concession can be terminated.

On dispute resolution, Ewalefoh said the framework adopts a graduated process, beginning with consultation and negotiation, followed by confidential intervention by the ICRC where necessary, before arbitration in Abuja under the Arbitration and Mediation Act, 2023.

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The agreement also provides clearer rules on Conditions Precedent, insurance, Force Majeure and Change in Law, while introducing a Contract Management, Reporting and Performance Monitoring Framework that continues throughout the life of a concession.

According to the ICRC chief, anti-corruption and ethical conduct have also been incorporated throughout the agreement.

He said the standardisation would not create additional bureaucracy but should instead accelerate PPP transactions by giving investors greater clarity before negotiations begin.

“It gives investors a clear picture of what they are getting into before negotiations even begin,” he said, adding that this would reduce the back-and-forth that had historically characterised PPP contract negotiations.

Ewalefoh said the Model PPP Agreement was also designed to strike a balance between investor protection and the interests of Nigerians, particularly in sectors providing essential services.

He described the philosophy behind the framework as “predictability for Government, protection for investors, and performance for the Nigerian public.”

“These three objectives are not in competition; they are designed to reinforce one another,” he said.

On investor protection, he explained that the agreement shields private-sector participants from measures that unfairly or disproportionately target their projects, while also protecting government from liability arising from routine policy and legislative actions.

Investors and lenders would further benefit from the Direct Agreement and the structured dispute-resolution process, which provides opportunities to resolve disagreements before arbitration becomes necessary.

At the same time, Ewalefoh said public accountability would remain central to concessions involving essential services.

The Contract Management, Reporting and Performance Monitoring Framework, he said, would give government continuous visibility and oversight over concession performance and provide the government with step-in capability where necessary.

He noted that long-term concessions could not be expected to operate indefinitely according to assumptions made at the time of signing.

Instead, the agreement allows for periodic reviews and recalibration as circumstances change.

Ewalefoh said the approach would help protect private capital and investor confidence while ensuring that infrastructure and essential services remain accountable to the Nigerian public.

The ICRC chief expressed confidence that the new framework would help create a more predictable PPP environment, attract long-term investment and improve the delivery and sustainability of infrastructure projects across Nigeria.