MUTUAL NON-DISCLOSURE AGREEMENT

CONFIDENTIAL

MUTUAL NON-DISCLOSURE AGREEMENT

Between

EPHH
AviateQ Egypt Limited

MAY 2024

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THIS AGREEMENT is made and entered into as of the date signed below (the Effective Date).
PARTIES
1. EPHH, whose principal mailing address is Rihanna plaza Tower-Suite (B) first floor- Zahraa
El Maadi, Egypt; and
2. AviateQ Egypt LLC., 4th floor Building 47, North 90th St. 5th Settlement, New Cairo,
11835, Egypt;
WHEREBY:
The aforementioned parties being hereinafter individually referred to as a “Party” and
collectively as the “Parties” in connection with the delivery of independent Specialist Aviation
Support and Technical Services associated with the inspection of helidecks used in support of
EPEE to verify that the specific inspected location(s) has been checked and is considered safe
for helicopter operations meeting the requirements of the Egyptian Civil Aviation Authority,
ICAO Annex 14 and industry best practice including CAP 437 and for the status of the helideck
at the time of the inspection being captured and tracked on a live database (the “Purpose”).
BACKGROUND
The Parties wish to disclose Confidential Information to each other in relation to the Purpose
with confidentiality being maintained in relation to the same. In consideration of the benefits
to the Parties of the disclosure of the Confidential Information to each other, the Parties have
agreed to comply with the following terms in connection with the use and permitted
disclosure of Confidential Information.
AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1.1 The following definitions and rules of interpretation in this clause apply in this
agreement:
Agreement: This agreement and any part thereof.
Business Day: a day (other than in Egypt a Friday or Saturday or public holiday and in
the UK a Saturday or Sunday or public holiday) when banks in Egypt and or London are
open for business.
Confidential Information: all information including state security and sensitive
information, related to the Purpose (howsoever recorded or preserved and whether
disclosed prior to or during the term of this Agreement) disclosed between the Parties
and/or with a Party's Representative including but not limited to:
a. the fact that discussions and clarification are taking place concerning the Purpose
and the status of those discussions;
b. the existence and terms of this Agreement and, in respect of EPHH the names and
the locations of helideck facilities served in connection with its business in Egypt;
c. any information that would be regarded as confidential by a reasonable business
person relating to:

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i. the business, affairs, customers, clients, suppliers, plans, intentions, or

market opportunities of the Disclosing Party or of the Disclosing Party's
Group; and
ii. the operations, processes, product information, know-how, designs,
trade secrets or software of the Disclosing Party or of the Disclosing
Party's Group;
but not including any information that:
d. is or becomes generally available to the public other than as a result of its
disclosure by the Recipient in breach of this Agreement; or
e. was available to the Recipient on a non-confidential basis prior to disclosure by
the Disclosing Party; or
f. was, is or becomes available to the Recipient on a non-confidential basis from a
person who, to the Recipient's knowledge, is not bound by a confidentiality
agreement with the Disclosing Party or otherwise prohibited from disclosing the
information to the Recipient; or
g. was lawfully in the possession of the Recipient before the information was
disclosed to it by the Disclosing Party;
h. the parties agree in writing is not confidential or may be disclosed; or
i. was independently developed by the Recipient.
Disclosing Party: a Party to this Agreement which discloses or makes available directly
or indirectly Confidential Information.
Group: in relation to a company, that company, each and any subsidiary or holding
company of that company and any subsidiary of any such holding company
Holding company and subsidiary: means a "holding company" and "subsidiary" as
defined in section 1159 of the Companies Act 2006.
Purpose: Specialist Aviation Support and Technical Services associated with the
inspection of helidecks.
Recipient: A Party to this Agreement which receives or obtains directly or indirectly
Confidential Information.
Representative: employees, advisors, agents, legal advisors, financial advisors,
financiers, prospective team members and suppliers.
Technical Services: the tracking of the status of facilities via Azure Databases through
the use of software solutions.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this
Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality).
1.4 Unless the context otherwise requires, words in the singular shall include the plural
and in the plural, include the singular.

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1.5 A reference to a statute or statutory provision is a reference to it as it is in force for

the time being, taking account of any amendment, extension, or re-enactment, and
includes any subordinate legislation for the time being in force made under it.
1.6 Any obligation in this Agreement on a person not to do something includes an
obligation not to agree or allow that thing to be done.

2. OBLIGATIONS OF CONFIDENTIALITY
2.1 In consideration of a Disclosing Party agreeing to disclose Confidential Information,
the Recipient shall and shall procure that its Representatives shall:
a. keep the Disclosing Party's Confidential Information confidential;
b. not use or exploit the Confidential Information in any way (save unless in relation
to the Purpose and with the express consent of the Disclosing Party);
c. not disclose or make available the Confidential Information in whole or in part to
any third party without first gaining written consent from the Disclosing Party
(such consent shall not be unreasonably withheld or delayed);
d. not copy, reduce to writing or otherwise record the Confidential Information
except as strictly necessary for the Purpose;
e. apply the same security measures and degree of care to the Confidential
Information as the Recipient applies to its own confidential information, but in any
event not less than reasonable care; and
f. notify the Disclosing Party as soon as practicable if it becomes aware of, or
reasonably suspects, the possession, use or knowledge of any Confidential
Information by a third party other than in accordance with the terms of this
Agreement.
2.2 The Recipient may only disclose the Disclosing Party's Confidential Information to
those Representatives who need to know this Confidential Information for the
Purpose, provided that the Recipient:
a. informs these Representatives of the confidential nature of the Confidential
Information before disclosure; and
b. accepts that it is responsible for the Representative’s compliance with the
obligations set out in this Agreement.
2.3 A Party may disclose Confidential Information to the extent required by law, by legal
action, by any governmental or other regulatory authority, or by a court or other
authority of competent jurisdiction provided that, to the extent it is legally permitted
to do so, it gives the other parties as much notice of this disclosure as possible and,
where notice of disclosure is not prohibited and is given in accordance with this clause
2.3, it takes into account the reasonable requests of the other Party (or Parties) in
relation to the content of this disclosure.
2.4 The Recipient shall establish and maintain adequate security measures (including any
reasonable security measures proposed by the Disclosing Party from time to time) to
safeguard the Confidential Information from unauthorised access or use.

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2.5 No Party shall make, or permit any person to make, any public announcement
concerning this Agreement, the Purpose or its prospective interest in the Purpose
without the prior written consent of the other Party (or Parties) (such consent not to
be unreasonably withheld or delayed) except as required by law, legal action or any
governmental or regulatory authority (including, without limitation, any relevant
securities exchange) or by any court or other authority of competent jurisdiction.

3. RETURN OF INFORMATION

3.1 The Recipient shall as soon as reasonably practicable, following the expiry or earlier
termination of this Agreement, cease all use of the Confidential Information disclosed
hereunder and, at the request of the Disclosing Party:
a. destroy or return to the Disclosing Party all documents and materials (and any
copies) containing, reflecting, incorporating, or based on the Disclosing Party's
Confidential Information save that any obligation to return or destroy Confidential
Information or copies thereof does not extend to automatically generated
computer back-up or archival copies generated in the ordinary course of the
Recipient's information technology systems procedures and for which the
obligations of confidentiality under this Agreement shall continue to be observed
in relation to the same;
b. erase all the Disclosing Party's Confidential Information from its computer systems
or which is stored in electronic form (to the extent reasonably practicable);
c. upon request, certify in writing to the Disclosing Party that it has complied with
the requirements of this clause, provided that a Recipient may retain documents
and materials containing, reflecting, incorporating, or based on the Disclosing
Party's Confidential Information to the extent required by law or any applicable
governmental or regulatory authority and to the extent reasonable to permit the
Recipient to keep evidence that it has performed its obligations under this
Agreement. The provisions of this clause 3 shall continue to apply to any such
documents and materials retained by the Recipient and shall remain subject to
the provisions of clause 6.

4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT

4.1 All Confidential Information shall remain the property of the Disclosing Party. Each
Party reserves all rights in its Confidential Information. No rights, including, but not
limited to, intellectual property rights, in respect of a Party's Confidential Information
are granted to any Party and no obligations are imposed on the Disclosing Party other
than those expressly stated in this Agreement.
4.2 Except as expressly stated in this Agreement, no Party makes any express or implied
warranty or representation concerning its Confidential Information, or the accuracy or
completeness of the Confidential Information.
4.3 The Parties acknowledge that Confidential Information was shared during meetings
and presentations made prior to the signing of this Agreement and that it was made
clear to the Receiving Party at the time the presentations were made and the meetings

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were held that everything discussed or presented was Confidential Information and
that those attending the presentations and meetings acknowledged that the
presentations and discussions were and remain Confidential Information.
4.4 The Recipient acknowledges that damages alone would not be an adequate remedy
for the breach of any of the provisions of this Agreement. Accordingly, without
prejudice to any other rights and remedies it may have, the Disclosing Party may seek
equitable relief (including without limitation injunctive relief) concerning any
threatened or actual breach of any of the provisions of this Agreement.

5. WARRANTY

5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential
Information to the Recipient and to authorise the Recipient to use such Confidential
Information for the Purpose.

6. TERM AND TERMINATION

6.1 This Agreement shall last for a fixed period of (2) years from the date hereof unless
terminated earlier in accordance with the provisions of this Agreement. The Parties
expressly agree that the obligations of the Parties under this Agreement shall then
continue for a further period of 5 years from the date of expiry or earlier termination
of this Agreement.
6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which
a Party is entitled.
6.3 In the event that this Agreement has been entered into by three or more Parties, then
the following shall apply. Any Party may terminate their participation in this
Agreement by service of 30 days prior Notice in writing to every other Party. Save in
respect of any continuing obligations, the effect of the Notice shall be to terminate this
Agreement as between the Party serving the Notice and each remaining Party, but this
Agreement shall continue in full force and effect as between each remaining Party, if
more than one, but not otherwise.

7. ENTIRE AGREEMENT AND VARIATION

7.1 This Agreement constitutes the whole agreement between the Parties and supersedes
all previous agreements between the parties relating to its subject matter. Each Party
acknowledges that, in entering into this Agreement, it has not relied on, and shall have
no right or remedy in respect of, any statement, representation, assurance or warranty
(whether made negligently or innocently) other than as expressly set out in this
Agreement. Nothing in this clause shall limit or exclude any liability for fraud or for
fraudulent misrepresentation.
7.2 No variation of this Agreement shall be effective unless it is in writing and signed by
each of the Parties (or their authorised representatives).

8. NO WAIVER

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8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this
Agreement or by law shall not constitute a waiver of that or any other right or remedy,
nor shall it preclude or restrict any further exercise of that or any other right or
remedy.
8.2 No single or partial exercise of any right or remedy provided under this Agreement or
by law shall preclude or restrict the further exercise of that or any other right or
remedy.

9. ASSIGNMENT

Except as otherwise provided in this Agreement, no Party may assign, sub-contract or

deal in any way with, any of its rights or obligations under this Agreement or any
document referred to in it.

10. NOTICES

10.1 Any notice required to be given under this Agreement, shall be in writing and shall be
delivered personally, pre-paid first-class post, recorded delivery or by commercial
courier, to each Party required to receive the notice at its address as set out below:
a. EPHH, Rihanna plaza tower-Suite (B)-First floor-Zahraa, Maadi, Cairo Governorate
, Egypt.
b. AviateQ Egypt LLC., 4th floor Building 47, North 90th St. 5th Settlement, New
Cairo, 11835, Egypt.
or as otherwise specified by the relevant Party by notice in writing to each other Party.
10.2 Any notice shall be deemed to have been duly received:
a. if delivered personally, when left at the address and for the contact referred to in
this clause; or
b. if sent by pre-paid first class post or recorded delivery, at 9.00 am on the third
Business Day after posting; or
c. if delivered by commercial courier, on the date and at the time that the courier's
delivery receipt is signed.

11. NO PARTNERSHIP

Nothing in this Agreement is intended to, or shall be deemed to, establish any
partnership or joint venture between any of the Parties, constitute any Party the agent
of another Party, nor authorise any Party to make or enter into any commitments for
or on behalf of any other Party.

12. THIRD PARTY RIGHTS

A person who is not a party to this Agreement shall not have any rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

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13. ANTI CORRUPTION COMPLIANCE

The Parties undertake to comply with all applicable laws, regulations, codes and
sanctions relating to anti-bribery and anti-corruption including but not limited to the
current Egypt Bribery Act, the UK Bribery Act 2010 and the United States Foreign
Corrupt Practices Act 1977.

14. EXPORT CONTROL LAWS

The Parties acknowledge that the provision of Confidential Information under this
Agreement may be subject to the United Kingdom, European Union and/or United
States export and re-export control laws, including U.S. restrictions on the export, re-
export or other transfer of U.S. technology to countries, entities and persons that are
subject to U.S. sanctions, embargoes, or other prohibitions. The Parties agree to
comply with all such applicable laws, rules and regulations in the use of and further
disclosure or transfer of the Confidential Information (to the extent such use and
disclosure is otherwise permissible under this Agreement), including disclosures to
permitted Representatives who may be nationals of another country.

15. SECURITY

The Parties undertake to observe all requirements of security of the Government of

the United Kingdom to the extent they apply to the Confidential Information which is
the subject of this Agreement. The provisions of this Clause shall survive termination
or expiry of this Agreement.

16. SEVERABILITY

16.1 If any of the provisions of this Agreement are found to be invalid, illegal or
unenforceable this shall not affect the validity of the remaining provisions. In the
event of such occurrence, the Parties shall, insofar as it is legally permitted, agree on
the replacement of the relevant provisions with a valid one achieving the same or a
similar purpose.

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17. GOVERNING LAW AND JURISDICTION

17.1 This Agreement, any non-contractual obligations arising out of it, and any dispute or
claim arising out of or in connection with it or its subject matter or formation (including
non-contractual disputes or claims) shall be governed by and construed in accordance
with the Law of England and Wales.
17.2 The Parties irrevocably agree that the Courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with this
Agreement or its subject matter or formation (including non-contractual disputes or
claims).
Each party represents and warrants that it has the authority to enter into this Agreement, to
lawfully make the disclosures contemplated hereunder and to have executed this Agreement
as of the date specified below:

EPHH
Signed:
Name:
Title:
Date:

AviateQ Egypt LLC

Signed:
Name: Dr Mohamed Hussien
Title: General Manager and MD
Date: 08/05/2024

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