On Wednesday, dated -- -th, 2025, this agreement is entered into by and between:
Parties
(1) Middle East Platform for to provide river transportation services for individuals using various types of waterborne transport- Cairo Nile, an Egyptian Limited Liability Company (“Cairo Nile”), located at 54, 261 Street, Maadi, Cairo Governorate, Egypt, legally represented by Mr. Karim Mattat in his capacity as the chairman of the Company, registered under Commercial Registry No. 93793, Cairo Investment Office
(2) [FULL ENTITY NAME], located at [ADDRESS OF THE ENTITY], legally represented by Mr. [NAME OF THE LEGAL REPRESENTATIVE] in his capacity as [LEGAL CAPACITY OF THE REPRESENTATIVE] (Party 2)
BACKGROUND
(A) The parties intend to enter into discussions, followed by a principal agreement relating to the Purpose (indicated hereunder), which will involve exchanging Confidential Information between them.
(B) The parties have agreed to comply with this agreement in connection with the disclosure and use of Confidential Information.
Agreed Terms
Interpretation
1.1 Definitions:
1 Business Day: a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
2 Confidential Information: has the meaning given in clause 2.
3 Controller, processor, data subject, personal data, personal data breach, processing, and appropriate technical and organizational measures: as set out in the Egyptian Data Protection Legislation.
4 Discloser: a party to this agreement when it discloses its Confidential Information, directly or indirectly, to the other party.
5 [Group: in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.]
6 [Group Company: in relation to a company, any member of its Group.]
7 Holding company has the meaning given in clause 1.6.
8 Purpose:
9 Recipient: a party to this agreement when it receives Confidential Information, directly or indirectly, from the other party.
10 Representative(s): in relation to each party [and any member of its Group]:
10a) its officers and employees who need to know the Confidential Information for the Purpose.
10b) its professional advisers or consultants who are engaged to advise that party [and/or any member of its Group] in connection with the Purpose.
10c) its contractors and sub-contractors engaged by that party [and/or any member of its Group] in connection with the Purpose; and
10d) any other person to whom the other party agrees in writing that Confidential Information may be disclosed in connection with the Purpose.
11 Shared Personal Data: the personal data to be shared between the parties under this agreement.
12 Subsidiary: has the meaning given in clause 1.6.
1.2 A reference to legislation or a legislative provision is a reference to it as amended, extended, or re-enacted from time to time. A reference to legislation or a legislative provision includes all subordinate legislation made from time to time under that legislation or legislative provision.
1.3 Any words following the terms, including include, in particular, for example, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
1.4 A reference to writing or written includes [fax and] email.
1.5 A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.
1.6 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be).
1.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
Confidential Information
2.1 Confidential Information means all confidential information relating to the Purpose which the Discloser or its Representatives [or any of its Group Companies, or their Representatives] directly or indirectly discloses, or makes available, to the Recipient or its Representatives [or any of its Group Companies, or their Representatives] [ before, on or after the date of this agreement]. This includes:
(a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations.
(b) [the [existence and] terms of this agreement;]
(c) all confidential or proprietary information relating to:
(i) the business, affairs, customers, clients, suppliers of the Discloser [or of any of the Discloser's Group Companies]; and
(ii) the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the Discloser[, or of any of the Discloser's Group Companies];
(d) any information, findings, data, or analysis derived from Confidential Information;
(e) any Shared Personal Data;
(f) any other information that is identified as being of a confidential or proprietary nature but excludes any information referred to in clause 2.2.