Confidentiality Agreement Commented [SN(E1]:

‫هذا الملف للتوضيحات فقط التى يجب‬

Between ‫اتباعها عند ملء البيانات والتوقيع والختم‬
‫ ختم‬+ ‫توقيع‬ Supplier name Commented [SN(E2]:
Supplier address
- hereinafter “Supplier name ” - ‫برجاء كتابة جميع البيانات بالكمبيوتر‬
‫اسم شركتكم والعنوان وفقا الى السجل التجارى‬
and

Suez Cement
Heidelberg CEMENTGroup
K30 – Maadi / Ein El Sokhna Road
Egypt

- hereinafter "Suez Cement" -

Supplier name and Suez Cement / HEIDELBERG CEMENTGroup are expecting the exchange of
confidential information required in the context of mentioned scope of work (“ scope of work title ”). Commented [SN(E3]:
.. ‫برجاء كتابة باختصار نشاط شركتكم‬
Being aware of the sensitive treatment of confidential information, the parties, therefore, enter into
the following Confidentiality Agreement:

1. Definitions
Affiliate means, in relation to any party, any other Person that directly or indirectly Controls, or is
under common Control with, or is Controlled by (as defined below) such Person. A list ofSupplier name
Affiliates is attached hereto as Annex 1.

Control, including with its correlative meanings, Controlled by and under common Control with,
means, when used in respect of a Person, the power and authority to direct or cause the direction of
the management or policies of such Person, whether directly or indirectly, through the holding of
equity interests, through a contract or otherwise.

Person means an individual, a partnership, a fund, a company irrespective of its legal form and
the extent of liability of its partners, members or shareholders, an association, a trust, a joint
venture, any entity having a legal personality.

Representatives means, in respect of a party to this Confidentiality Agreement, the professional

advisers, officers, directors, employees to that party and to its Affiliates (including, without
limitation, legal counsel, accountants and financial advisers)

2. The parties will treat any and all information which they receive (“Receiving Party”) from the
other party (“Disclosing Party”) in connection with the Project, regardless of the form in which
such information is communicated or maintained (whether written, oral, computerised or
Commented [SN(E4]:
other), strictly confidential and will take all measures which seem necessary to avoid that
they come to third parties` knowledge. ‫يجب كتابة اسم شركتكم اسفل جميع‬
‫الصفحات‬
‫ ختم‬+ ‫توقيع‬ ‫يجب التاكد من التوقيع والختم على جميع‬
‫الصفحات‬
Confidentiality Agreement Supplier name / Suez Cement-HEIDELBERG CEMENTGroup 1/3
 The confidential information include, but is not limited to all analyses, compilations, studies,
notes, data or other documents, technical and non-technical information, know-how and
experiences, copyrighted and non-copyrighted materials/samples.
3. The Receiving Party undertakes:
a) to keep secret all confidential information;
b) not to use the confidential information for other purposes than those specified in the
Preamble;
c) to take all necessary precautions against cognizance by unauthorized persons;
d) to make the confidential information available only to its Representatives who
necessarily need access to this information for the above-mentioned purpose and
only to the extent necessary for the respective work step. The Receiving Party will
oblige these persons expressly and in written form to keep the confidentiality;
4. The Receiving Party is liable for confidential treatment of all information covered by this
Confidentiality Agreement on the part of its Representatives.
5. The above stated confidentiality obligations shall not apply to the following:
a) information which at the time of disclosure is lawfully published or is otherwise lawfully in
the public domain;
a) information which after disclosure lawfully becomes part of the public domain otherwise
than through a breach of this Confidentiality Agreement by the Receiving Party;
b) information which was lawfully known to the Receiving Party prior to the receipt from the
Disclosing Party; provided that such prior knowledge can be adequately substantiated by
documentary evidence antedating the disclosure by the Disclosing Party; or
c) information which is independently developed by the Receiving Party and the Receiving
Party can so prove.
6. All documents, data carriers, samples etc. delivered by the Disclosing Party under this
Agreement shall remain the property of the Disclosing Party.
7. The Receiving Party and its Representatives will return or destroy upon request of the
Disclosing Party – possible at any time - all documents and other written records, as well as
samples received from the Disclosing Party without delay and will not retain, neither in full or
in part, any photocopies or other duplications of such documents or other written records.
The Receiving Party and its Representatives will also destroy any records or documents
which it has prepared by itself on the basis of the information received from the Disclosing
Party, if any. Upon request the Receiving Party and its Representatives will in such case
confirm in writing to the Disclosing Party that all submitted documents and written records
and all copies or other duplications produced therefrom containing confidential information
have been returned or destroyed. The obligations pursuant to Section 1 remain unaffected.
The Recipient's and its Representatives’ obligations to return or destroy the confidential
information as described above are, however, subject to the right of it or its Representatives
to retain for it or their corporate records a copy of its or their own work product as may be
necessary to comply with (A) it's legal or regulatory obligations, (B) customary and bona fide
document retention policies or (C) customary and bona fide practices relating to electronic
archival or computer back-up systems (which are not readily available to an end-user) if
deletion from such systems is not reasonably technically feasible, provided that any
Confidential Information not returned to theSuez Cement / HeidelbergCement Group or Commented [SN(E5]:
destroyed shall be kept in strict compliance with the terms of this Confidentiality Agreement, ‫يجب كتابة اسم شركتكم اسفل جميع‬
which shall continue to apply thereto for so long as it is so retained, notwithstanding the
‫الصفحات‬
provisions of Clause 11.
‫ ختم‬+ ‫توقيع‬ ‫يجب التاكد من التوقيع والختم على جميع‬
‫الصفحات‬
Confidentiality Agreement Supplier name / Suez Cement-HEIDELBERG CEMENTGroup 2/3
8. The Receiving Party is liable vis-à-vis the Disclosing Party for any damage incurred by the
Receiving Party as a result of a breach of provisions of this Confidentiality Agreement by the
Receiving Party. In addition, the Receiving Party shall have to pay a penalty of € 10.000,- for
each violation.
9. No right or license whatsoever, either expressed or implied, is granted by either party to the
other pursuant to this Agreement under any patent, patent application, copyright, trademark
or other proprietary right, now or hereafter owned or controlled by either party. Nothing
contained in this Agreement or the relationship created hereby shall (i) constitute any
commitment on behalf of the other party to enter into any other arrangement with the other or
(ii) oblige either party to pay any fee or commission to the other.
10. The Disclosing Party does not make any representation, warranty or covenant as to the
confidential information and there is no liability of the Disclosing Party relating to or arising
from the use of the confidential information.
11. This Agreement becomes effective upon the date of the last signature as written below
(“Effective Date”) and shall automatically terminate one (1) year from its Effective Date. The
rights and obligations accruing prior to expiration as set forth herein, shall, however, survive
the expiration of this Agreement for a period of five (5) years.
12. This Agreement contains the sole and entire agreement between the parties relating to the
subject hereof and any representation, promise, or condition not contained herein, or any
amendment hereto shall not be binding on either party unless set forth in a subsequent
written agreement signed by an authorized representative of the party to be bound thereby.
Any amendments of this Agreement (also with respect to this section 10) require written form.
13. In case that one or several provisions of this Agreement are, no matter for which reason,
invalid, the validity of the other provisions remains unaffected. The parties undertake to
replace such invalid provisions by new valid provisions, which come as closely as possible to
the purpose of this Agreement.
14. This Agreement is governed by laws of the Federal Republic of Germany without giving effect
to the Convention on the International Sale of Goods (CISG) and any conflicts of law
principles. Place of jurisdiction shall be Heidelberg.

Place, Date Place, Date

Supplier name Suez Cement / HEIDELBERG CEMENTGroup Commented [SN(E6]:

‫يجب كتابة اسم شركتكم اسفل جميع‬

‫ ختم‬+ ‫توقيع‬ ‫الصفحات‬
……………………………….. …………………………..
Name: Name:
‫يجب التاكد من التوقيع والختم على جميع‬
Function: Function: ‫الصفحات‬
ANNEX 1: List of Affilliates

All terms & conditions listed in the main document prior to this Annex 1 are applicable to the
full extent for the affiliates listed below.

Supplier name is in charge to control the adherence of the agreement as well for his
affiliates and is liable as a principle

‫ ختم‬+ ‫توقيع‬

Confidentiality Agreement Supplier name / Suez Cement-HEIDELBERG CEMENTGroup 3/3