Pre-Bid Subcontract Agreement

Date: ------------/-----------/----------

Parties: ----------------------------------------------------------------
Project: ----------------------------------------------------------------

Client: -----------------------------------------------------------------

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Contents
Preamble ........................................................................................................................................................... 3
1. Preamble and Appendices ........................................................................................................................ 3
2. Definitions and Interpretation ................................................................................................................. 3
3. Purpose of the Agreement ....................................................................................................................... 5
4. Principles of Cooperation ......................................................................................................................... 5
5. The Subcontract Offer............................................................................................................................... 5
6. Subcontract Agreement ............................................................................................................................ 6
7. Representations and Warranties ............................................................................................................. 6
8. Governing Law and Dispute Resolution ................................................................................................... 6
9. Term and Termination .............................................................................................................................. 7
10. Confidentiality....................................................................................................................................... 7
11. The Authorized Representatives .......................................................................................................... 8
12. Notices ................................................................................................................................................... 8
13. Succession and Assignment .................................................................................................................. 8
14. Entire Agreement .................................................................................................................................. 9
15. Amendments ......................................................................................................................................... 9
16. Waiver ................................................................................................................................................... 9
17. Severability ........................................................................................................................................... 9
18. Language ............................................................................................................................................... 9
19. The Agreement ..................................................................................................................................... 9

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 This Pre-Bid Subcontract Agreement (hereinafter referred to as, the “Agreement”) is entered into on -
---------- of ------------, 2022 (hereinafter referred to as the “Effective Date“) in Cairo, Egypt, by and
between:
1. -----------------------------------------------------------------------------------------------(First Party is hereinafter
referred to as the "Contractor")
2. ----------------------------------------------------------------------------------------------- (hereinafter referred to as
"Second Party").
3. ------------------------------------------------------------------------------------- (hereinafter referred to as "Third
Party").

Second Party and Third Party are hereinafter referred to collectively as the "Subcontractors".
------1------, ------2------ and -----3---- are hereinafter referred to individually as a "Party" and collectively
as the "Parties".

Preamble

Whereas:
A. --------------------------------------------- (hereinafter referred to as the “Client”) is about to issue the
prequalification and the RFP for the --------------------------------------------------------------- (hereinafter
referred to as the “Project”); and will invite interested companies to submit their applications for
prequalification and offers for the Project.
B. The Contractor intends to submit an offer for the execution of the Project and in case the Project is
awarded to the Contractor, it intends to subcontract part of the Project’s work as provided in
Appendix (1) to the Subcontractors.
C. The Subcontractors acknowledge that they possess the necessary technical capabilities, financial
strength, human resources and means to carry out the Subcontract Work.

Now, therefore, the Parties in consideration of the above have agreed as follows:

1. Preamble and Appendices

The above preamble and the Appendices to this Agreement form an integral part of this
Agreement.

2. Definitions and Interpretation

2.1. The capitalized words and expressions defined hereinabove and thereafter in this
Agreement, shall have the meanings assigned to them throughout this Agreement:
2.1.1. “Affiliate” means, any company, corporation, partnership, joint venture and/or any
other entity constituted under the applicable laws that directly or indirectly,
Controls, is Controlled by, or is under a common Control with the Party in question.
Where "Control", "Controls" or "Controlled" means (a) the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of an entity, whether through the ownership of voting securities, by
contract or otherwise; or (b) ownership, directly or indirectly, of equity securities
entitling it to exercise in the aggregate at least 50% of the voting power of the entity
in question.

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 2.1.2. “Agreement” means this agreement including all the Appendices attached hereto,
all related amendments and supplements which may be made hereto from time to
time and any document made a part hereof by reference.
2.1.3. “Authorized Representative” is as defined in Clause (11).
2.1.4. “Contract” means the contract for the execution of the Project to be entered into
between the Client and the Contractor in case the Project is awarded to the
Contractor.
2.1.5. “Notice” means any notice, notification, request, consent, approval, decision and
other communications and correspondences whether technical, commercial or of
any other nature to be communicated between the Parties under or pertaining to
this Agreement in written form and signed by one or more representative(s) of the
relevant Party.
2.1.6. “Offer” means the offer to be submitted by the Contractor to the Client in the name
of the Contractor for the Project’s execution. The Offer forms a part of this
Agreement by reference.
2.1.7. “Offer Price” means the total price submitted by the Contractor in the Offer based
on the Subcontract Offer.
2.1.8. “RFP” means the request for proposal issued by the Client and any amendments
thereof, comprising the Client’s requirements and instructions related to the
Tender, the Project and the Work. The RFP forms a part of this Agreement by
reference.
2.1.9. “Subcontract Agreement” means the contract that the Parties shall conclude and
execute in relation to the Subcontract Work in case (a) the Project is awarded to the
Contractor and (b) this Agreement is still valid and in force.
2.1.10. “Subcontract Work” means the particular part or parts of the Work as detailed in
Appendix (1) for which the Subcontractors shall be responsible to the Contractor in
terms of pricing, execution, risks and consequences. The Subcontract Work is
subject to amendment according to any variations which may be made by the Client
from time to time.
2.1.11. “Subcontract Offer” means the offer submitted to the Contractor by the
Subcontractors for the execution of the Subcontract Work in full compliance with
the requirements of the RFP. The Subcontract Offer forms a part of this Agreement
by reference.
2.1.12. “Tender” means the tender announced by the Client for the Project.
2.1.13. “Third Party” Shall be construed broadly and shall mean any person or entity other
than the Client, the Parties to this Agreement and their Affiliates including but not
limited to any individual, natural person, firm, trust, partnership, body corporate,
other business entity, or any governmental authority and, in each case whether or
not having a separate legal personality.
2.1.14. “Work” means the entire services and supplies to be performed or provided by the
Contractor for the Project’s execution under the terms of the Contract including any
additions or variations made in accordance with the terms of the Contract or any
amendments thereto. The Work includes the Subcontract Work.
2.2. The Agreement and language are neutral in relation to gender.
2.3. Words indicating the singular shall include the plural and vice versa.
2.4. Provisions including the word “agree”, “agreed” or “agreement” require the agreement to
be in writing.

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 2.5. References to Clauses and Appendices are to Clauses and Appendices of this Agreement.
2.6. The Clauses’ headings shall be disregarded for the purposes of interpretation of this
Agreement.

3. Purpose of the Agreement

3.1 The Subcontractors shall participate in the Tender as exclusive Subcontractors to the
Contractor for the Subcontract Work.
3.2 The Parties hereby define the rights and obligations of each Party vis-à-vis one another and
the main terms of their collaboration in relation to the Project at the Tender Phase.

4. Principles of Cooperation
4.1. The Subcontracting arrangement between the Contractor and the Subcontractors is binding
on all Parties as expressly stated in this Agreement.
4.2. The Subcontractors shall, during the validity of this Agreement, co-operate with the
Contractor on an exclusive basis with reference to the Project. With reference to the
Subcontract Work or any part thereof as defined in Appendix (1), none of the Parties, during
the term of this Agreement, shall contact, discuss, negotiate, make offers or enter into
agreements with other Third Parties whether directly or indirectly, separately or jointly with
other Third Parties, without the prior written consent of the other Parties. The restrictions
contained in this Sub-Clause shall apply to the Parties’ Affiliates.
4.3. The relationship between the Parties under this Agreement shall be limited to the
performance of the Agreement. None of the Parties shall make representations beyond the
scope of this Agreement. None of the Parties shall have the right to represent any other
Party or to enter into any commitment on behalf of any other Party without such other
Party’s prior written consent.
4.4. Nothing contained in this Agreement shall be construed as forming a legal partnership or
any other separate legal or corporate entity between the Parties. The Parties, except as
provided herein, shall act as independent entities, and their mutual relation shall in no event
be construed to be that of principal and agent, nor shall any relationship; fiduciary or
otherwise be implied between the Parties in any respect other than expressly provided in
this Agreement.
4.5. The Parties shall have those rights and obligations which are expressly specified in this
Agreement. As to any other matters not expressly provided for herein, the Parties shall
decide on them by mutual agreement.
4.6. Each Party shall make its best efforts to get the Contract. However, no Party shall be entitled
to any claim against any other Party in case the Project is not awarded to the Contractor.
4.7. In no event shall a Party be liable to any other Party for any incidental, special,
consequential or punitive damage arising under or related to this Agreement.
4.8. In carrying out their obligations under this Agreement, the Parties shall act in accordance
with the principles of good faith and fair dealing. The provisions of this Agreement, as well
as any statements made by the Parties in connection with it, shall be interpreted in
accordance with the principles of good faith and fair dealing.

5. The Subcontract Offer

5.1. The Subcontractors shall submit their best binding Subcontract Offer to the Contractor in
accordance with the provisions of this Agreement and in full compliance with the provisions
of the RFP.

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 5.2. The Subcontract Offer shall be binding on the Contractor and the Subcontractors. The
Subcontractors shall not withdraw, amend or change the Subcontract Offer unless such
amendment or change is in response to variations requested by the Client in relation to the
Subcontract Work. The Subcontract Offer shall remain firm and valid as per the RFP
provisions and any extension of validity of the Subcontract Offer shall be subject to the
Subcontractors’ acceptance.
5.3. The Subcontractors shall support the Contractor during the prequalification and Tender
period in relation to the Subcontract Work as may be requested by the Contractor. The
Contractor shall carry out the negotiations with the Client in relation to the Offer. The
Subcontractors shall, upon the Contractor’s request, participate in such negotiations in
respect of the Subcontract Work. If any terms and conditions related to the Subcontract
Offer, in particular with respect to the price, technical standards and quality do not satisfy
the Client, the Subcontractors shall make their best efforts to amend such terms and
conditions to the satisfaction of the Client.
5.4. The Subcontractors shall be responsible for all costs associated with the preparation of the
Subcontract Offer.

6. Subcontract Agreement
6.1. This Agreement regulates the relationship between the Parties at the the prequalification
and Tender phase. In the event that the Contractor is awarded the Project, the Parties shall
execute and conclude the detailed Subcontract Agreement setting out their respective
rights and obligations in the Project’s execution phase while having regard to the main
points and matters agreed to in this Agreement.
6.2. The Subcontract Agreement shall reflect on a back-to-back basis the provisions of the
Contract to the extent applicable to the Subcontract Work. the Subcontractors shall be
subject to and bound by, and shall perform the Subcontract Work in full compliance with
the provisions of the Contract.
6.3. The terms of payment in the Contract shall apply to the Subcontract Agreement, to the
extent applicable.
6.4. The Subcontractors shall have full and sole responsibility for the payment of any taxes,
duties, fees of any nature in connection with the Subcontract Work pursuant to the
applicable law.

7. Representations and Warranties

The Subcontractors hereby make the following representations and warranties to the Contractor
and guarantee such representations and warranties are true and accurate from the Effective date
of this Agreement till the date of its termination:
a. The Subcontractors have the requisite power to sign this Agreement and have obtained the
corresponding authorization or approval to sign and perform this Agreement,
b. No pending or threatening prosecutions, cases, investigations, litigations or administrative
proceedings affecting the conclusion or performance of this Agreement by the Subcontractors
exist,

c. The conclusion and performance of this Agreement by the Subcontractors shall not violate or
contravene the provisions of any laws, regulations, orders, articles of association or other
organizational rules and agreements applicable to the Subcontractors.

8. Governing Law and Dispute Resolution

8.1. This Agreement shall be governed and interpreted in accordance with ------------------ law.

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 8.2. In the event of a dispute or claim between the Parties in relation to the Agreement, the
Parties shall first attempt to amicably resolve such dispute in a spirit of mutual goodwill. To
this end, any dispute shall first be referred to the senior executives nominated by each Party
for resolution.
8.3. Any dispute or claim arising out of or relating to this Agreement which cannot be resolved
amicably by the Parties shall be submitted to the Cairo Regional Centre for International
Commercial Arbitration (“CRCICA”) and shall be finally resolved by arbitration in accordance
with the CRCICA Rules. The place of arbitration shall be Cairo, Egypt. The number of
arbitrators shall be one and the language of Arbitration shall be English.

9. Term and Termination

This Agreement shall come into effect as of the Effective Date and shall continue in force until the
date of the occurrence of any one of the following events, upon which it shall cease to exist and
shall automatically terminate in any of the following events:
a. the Project is not awarded to the Contractor,
b. the Client cancels or abandons the Project or delays the Project for an indefinite period,
c. the validity period of the Offer as per the RFP expires and the Client does not accept nor
reject the Offer and does not ask for an extension,
d. the Client asks for an extension of the Offer validity period and the Subcontractors refuse to
extend the validity period of the Subcontract Offer accordingly.
e. the Project is awarded to the Contractor and the Parties entered into the Subcontract
Agreement,
f. upon mutual agreement of the Parties to terminate this Agreement.

10. Confidentiality
10.1. All business and technical information, data, processes, equipment, technology, know-how,
design, specifications, financial information, or any other information including intellectual
property rights (hereinafter collectively referred to as "Confidential Information") acquired
by a Party (the “Recipient”) from the other Party (the “Disclosing Party”) shall be treated as
confidential by the Recipient and shall not be published, disseminated or disclosed in any
manner or used other than for the purpose contemplated in this Agreement without the
prior written consent of the Disclosing Party unless such information:
a. is or later becomes public knowledge other than by a breach of the foregoing paragraph,
b. is or has been in the possession of the Recipient with the full rights to disclose prior to
receiving it from the Disclosing Party,
c. is independently received by the Recipient from a Third Party other than the Parties having
the full rights to disclose,
d. is independently developed in good faith by the employees of the Recipient, or
e. is required to be disclosed by law, provided that the Recipient shall promptly give a Notice to
the Disclosing Party prior to any such disclosure as may be applicable to allow the Disclosing
Party a reasonable opportunity to secure confidential treatment of the Confidential
Information.
10.2. The foregoing confidentiality obligation shall also apply to the contents of this Agreement.

10.3. Notwithstanding any obligation to deliver information in this Agreement, no Party shall
disclose any Confidential Information unless such information is necessary for the Recipient
to fulfill its obligations under this Agreement and the RFP.

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 10.4. Where it is necessary for a Party to supply Confidential Information to any subcontractor,
supplier, consultant or Third Party for purposes relating to this Agreement, the Party
supplying such Confidential Information shall use its best endeavors to ensure that the
provisions of this Clause are properly observed by such subcontractor, supplier, consultant
or Third Party.

10.5. All obligations of confidentiality and all restrictions on the use of Confidential Information
under this Agreement shall remain in effect during the term of this Agreement and
thereafter until the date that is three (3) years after its expiry or termination.

11. The Authorized Representatives

For ----------------1------------------
Mr. ………………………………….
……………………………………………
Tel.: ………………………
Email: ………………………..

For -----------------2--------------------
Mr. ---------------------------
----------------------------------
Tel.: ---------------------------
Email: -----------------

For --------------------3---------------------
Mr. ………………………………….
……………………………………………
Tel.: ………………………
Email: ………………………..

12. Notices
12.1. Any Notice shall be validly given to any Party at the time of signature for receipt, if
personally served or if sent by registered prepaid mail to that Party’s address specified in
this Sub-clause. Each Party may change its address by giving a fifteen (15) calendar days’
prior Notice to the other Party of such change.
12.2. In case of emergency, the e-mail, with the read, receipt and delivery confirmation, may be
used for Notices provided that a hard copy shall be submitted from the sender to the
recipient within three (3) calendar days. If no hard copy is received by the recipient within
three (3) calendar days, the Notice shall be deemed to be unsent and undelievered. The
date of the Notice shall be the date when the email is received by the recipient.

13. Succession and Assignment

13.1. Each Party, its respective legal representatives and successors are bound by this Agreement
and are beneficiaries of this Agreement.
13.2. No Party shall sell, assign, transfer, delegate, encumber or otherwise dispose of any of its
rights and obligations or any part thereof under this Agreement, whether by operation of

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 law or otherwise, to any Third Party including but not limited to its Affiliates, without the
prior written consent of the Contractor.

14. Entire Agreement

This Agreement constitutes the entire agreement between the Parties in relation to the Project
and the Subcontract Work and cancels and supersedes all prior negotiations, representations or
agreements in relation to the Project and the Subcontract Work, whether written or oral, between
the Parties prior to the Effective Date of this Agreement.

15. Amendments
This Agreement shall not be amended or modified in any way other than by a written document
executed by the Authorized Representatives of all Parties.

16. Waiver
16.1. Waiver of any right, power, privilege or remedy under this Agreement must be in writing
and signed by the Authorized Representative of the relevant Party.
16.2. No waiver of any provision of this Agreement shall constitute a waiver of any other
provision(s) or of the same provision on another occasion unless so stated in writing and
signed by the Authorized Representative of the relevant Party.
16.3. No failure or delay or omission by any Party in exercising any right, power, privilege or
remedy under this Agreement shall operate to impair such right, power, privilege or remedy
or be construed as a waiver thereof.

17. Severability
Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal,
invalid or unenforceable, such provision shall be modified in compliance with the law governing
the Agreement giving effect to the intent of the Parties and shall be enforced as modified. All
other terms and conditions of this Agreement shall remain in full force and effect.

18. Language
The language to be used under this Agreement shall be English, and it shall be used by the Parties
in all Notices and any technical and commercial documents and other information to be prepared
and presented under this Agreement.

19. The Agreement

19.1. This Agreement is executed in three originals signed by the Authorized Representatives of
the Parties, all of which taken together shall constitute one and the same Agreement, each
Party having one original.
19.2. The following Appendices form part of this Agreement:
− Appendix (1): The Subcontract Work
− Appendix (2): Commercial Registers of the Parties

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In witness whereof, the Parties hereto have executed this Agreement as of the Effective Date.

Signed for and on behalf of Signed for and on behalf of

---------------------------------------------------------- --------------------------------------------------------------
Mr. ......................................... Mr. .........................................
Title: ...................................... Title: ......................................

Signed for and on behalf of

-------------------------------------------------
-----------------------------------------
------------------------------------

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