‫إيديكس الدولية للهندسة واملقاوالت‬

‫م‬.‫م‬.‫ش‬
EDECS El Dawlia for Engineering & Contracting
9926 ‫عضو اإلتحاد املصري للتشييد والبناء رقم‬

Interior Design Service for EDECS – New Administration office

at Cairo Business Park

BETWEEN

EDECS El Dawlia for Engineering & Contracting

(Employer)

AND

C.D.A Studio
(“Interior Designer”)

FOR

The Interior design for EDECS - New Administration office at Cairo Business Park

DATE
16th February 2022

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 ‫إيديكس الدولية للهندسة واملقاوالت‬
‫م‬.‫م‬.‫ش‬
EDECS El Dawlia for Engineering & Contracting
9926 ‫عضو اإلتحاد املصري للتشييد والبناء رقم‬

INTERIOR DESIGN SERVICES AGREEMENT

This INTERIOR DESIGN SERVICES AGREEMENT (“Agreement”) for the performance of Interior Design
Service for EDECS – New Administration office at Cairo Business Park is executed and made effective as of
16th of February 2022 (“effective date”) between:

EDECS El Dawlia for Engineering & Contracting a company organized and existing under the Egyptian
laws, registered under number 116605 in the commercial register at Egypt, having its head office in B1/22
Cairo Business Park, New Cairo, Egypt.

(Hereinafter referred to as “EDECS” or “Owner” or “Employer” or “First party”)

AND

CREATIVE DESIGNERS ASSOCIATE STUDIO a company organized and existing under the Egyptian laws,
registered under number 65032 in the commercial register at Egypt, having its head office in 3/3 Laselki
St., New Maadi, Cairo 11728, Egypt.

(Hereinafter referred to as “C.D.A” or “The Designer” or “Second party”)

Each herein after referred to collectively “parties”

PREAMBLE

WHEREAS EDECS has owned two Extension floors in an administrative building adjacent to its current
headquarters at Cairo Business Park and EDECS intended to interior Design these two extension floors for
Administration office at Cairo Business Park (hereinafter referred to as "the Project").

WHEREAS the Designer owns the required expertise and resources to perform the works, namely Interior
Design Service for EDECS – New Administration office at Cairo Business Park and represents its awareness
of the conditions under which such services are to be accomplished and has the necessary skills to
accomplish the required services in accordance with the terms and conditions hereinafter contained and
in accordance with Sub-article 2.1 [Designer’s Scope].

WHEREAS the following priorities of documents shall be deemed to form and to be read and considered
as part of this agreement as follows: -

1. This interior Design Service agreement

2. Employer requirements as included in Sub-article 2.1 [Designer’s Scope].
3. C.D.A techno-commercial offer including EDECS Comments.
In case of any discrepancies or conflicts between the above-mentioned documents, then the higher
document shall prevail.

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 ‫إيديكس الدولية للهندسة واملقاوالت‬
‫م‬.‫م‬.‫ش‬
EDECS El Dawlia for Engineering & Contracting
9926 ‫عضو اإلتحاد املصري للتشييد والبناء رقم‬
IN CONSIDERTAION of the covenants set forth in this agreement and considering the above preambles an
integral part of this agreement, Employer and Designer mutually agree as follows: -

1. ARTICLE 1 ‐ DEFINITIONS
1.1. “Agreement Price”
Means the price determined in this agreement and as per article 3: [Agreement price and payment
terms]. The Price of the Agreement for the satisfactory performance of the Agreement Services subject to
all provisions of the Agreement.
1.2. “Commencement Date”
Means the date of signing this agreement which is 16th of February 2022.
1.3. “Completion Date”
Means the date of completing the Agreement Services according to the Conditions of the Agreement.
1.4. “Employer”
Means EDECS El Dawlia for Engineering & Contracting
1.5. “Days”
Means a calendar day
1.6. “EGP”
Means Egyptian pounds.
1.7. “Designer”
Means C.D.A appointed by the Employer to perform interior design services.
1.8. “Laws”
Means all the legislations, statutes, ordinances, decrees, and any other laws, and regulations, by‐laws and
their amendments issued by any legally constituted public authority in Egypt applicable to this
agreement.
1.9. “Project”
Means the Project named as Interior Design for EDECS – New Administration office at Cairo Business
Park.
1.10. “Terms of Payment”
Means the payment procedure agreed upon between the Employer and the Designer as stipulated in
article 3: [Agreement price and payment terms].
1.11. “Time for Completion”
Means the time for completing the Services as specified in the Conditions of the Agreement.
1.12. “The Agreement”
Means the agreement entered into between the Employer and the Designer, for the execution of the
Agreement Services, including all Appendices, annexes and conditions, as specified in the Agreement
Conditions.
1.13. “The Services”
Means all activities to be done by the Designer under the Agreement.

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 ‫إيديكس الدولية للهندسة واملقاوالت‬
‫م‬.‫م‬.‫ش‬
EDECS El Dawlia for Engineering & Contracting
9926 ‫عضو اإلتحاد املصري للتشييد والبناء رقم‬

1.14. “Days”, “Week”, “Month”

Means calendar days, week, month as per the Gregorian Calendar.

2. ARTICLE 2 ‐ SCOPE OF SERVICES

2.1. Designer scope

The Designer is to provide interior design services including Preparation of MEP systems design drawings
(Pumping, Firefighting, Electrical & light current, HVAC) for EDECS – New Administration office at Cairo
Business Park, as detailed herein below:

a) Phase I – Design Planning:

C.D.A. Studio shall meet with the Employer to establish the requirements and estimated budgets and
design direction to prepare for the concept design phase.
This phase shall be the base for all following phases.
b) Phase II -Conceptual / Schematic Design Stage
C.D.A. Studio, (Designers) shall provide Concept Design presentation based on the approved space
planning consisting of, but not limited to:
• Preliminary furniture layout plans.
• Themes "mood" board for the area to convey design style.
c) Phase III – Design Development
All Design Development drawings shall be based on conceptual presentation as reviewed and approved by
the Employer.
This phase of design development should include the following documents, produced after coordination
review of all drawings produced by various Engineers Consultants involved with the Project, and include
all comments raised during concept presentation:
• Complete furniture layouts.
• Floor Finish Plan.
• Reflected ceilings including preliminary lighting design concept.
• All interior Elevations.
• 15 visual perspectives for the underlined items
• Digital Color materials and furniture "mood" boards.
d) Phase IV – Tender Documents
After presentation to the Employer of the design development documents, we will update our drawings
to include comments for approval and proceed with the Bidding document package, which includes:

• Dimension plans.
• Furniture layouts.
• Electrical Plans.
• Floor Finish Plans.
• Reflected ceilings Plan.

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 ‫إيديكس الدولية للهندسة واملقاوالت‬
‫م‬.‫م‬.‫ش‬
EDECS El Dawlia for Engineering & Contracting
9926 ‫عضو اإلتحاد املصري للتشييد والبناء رقم‬
• All Elevations, reflected ceilings details cross referencing, and all relevant details to support design.
• All specialist details and workshop drawings to be by contractor subject to C.D.A. Studio approval.
• Finishes schedules.
• Finishes Specs & Bill of Quantities.
• Schedules describing the materials and furnishings, together with possible sources of supply required.
for the interior design These schedules can be used as a basis for the Employer’s purchases and
installation.
e) Phase V – Design Co-ordination and Supervision
Design supervision will be provided upon request & includes the following services:
• Designer shall meet with consultants and Employer Project coordinator as required, to implement the
design during installation.
• Designer will review millwork shop drawings, strike off, and samples as required.
• Designer shall also be responsible to provide periodical site visits (schedule of visits to be mutually
agreed with project management team with a maximum of 2 visit per week during fit out period), to
review the works in progress.
2.2. Employer’s Responsibilities.
The Employer shall furnish all necessary architectural as-built drawings of the project, including structural,
mechanical, and electrical drawings in a form of CAD CD’s. The Designer shall be entitled to rely on the
accuracy and completeness thereof.

2.3. Changes/Variations
a) Before Design Development phase
Before Design Development Phase the Parties recognize that changes may become necessary.
b) After Design Development phase
After Design Development phase is finished, the cost of making substantial change in design concept will
be negotiated and agreed upon prior to proceeding with the required changes.
The Parties further agree that the required enhancement and optimization of the interior design will not
qualify for additional payment.
The Designer has included in its price and budget provision for several revisions and design development,
drawings, calculations, deliverables.
Therefore, The Designer shall not request increase to the Agreement Price or extension to the Time for
Completion for all the above revisions that are deemed necessary to the design development.

3. ARTICLE 3 – AGREEMENT PRICE AND TERMS OF PAYMENT

Notwithstanding anything to the contrary elsewhere in this Agreement, the Agreement amount Excluding
VAT and includes, all taxes, fees, duties and social security owed by the Designer in Egypt pursuant to the
performance of this Agreement.

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 ‫إيديكس الدولية للهندسة واملقاوالت‬
‫م‬.‫م‬.‫ش‬
EDECS El Dawlia for Engineering & Contracting
9926 ‫عضو اإلتحاد املصري للتشييد والبناء رقم‬
Amounts due to the Designer shall be paid within 21 days of Designer’s invoice including its supporting
documents that the invoiced stage has been approved and accepted by the Employer.

For the above point (e) - Phase V – Design Co-ordination and Supervision) Fees will be negotiated a
separately upon Employer request.

The Employer agrees to pay the Designer as full payment for all the services, and all other matters to be
performed or furnished by the Designer under this Agreement as per this the Amount of 400,000 EGP only
(four Hundred Thousand Egyptian Pounds Excluding VAT) as per the following milestone:

a) 30% Down Payment upon signature of the Agreement Against the second party shall submit bank check
guarantee no. 69304453, to be returned to the second party after completion of Phase III – Design
Development under point (c) of article 2.1: [Designer’s scope].
b) 20% Upon completion of Phase II - Conceptual / Schematic Design Stage under point (c) of article 2.1:
[Designer’s scope].
c) 20% Upon completion of Phase III - Design Development under point (c) of article 2.1: [Designer’s scope].
d) 30% Upon completion of Phase IV - Tender Documents under point (d) of article 2.1: [Designer’s scope].

4. ARTICLE 4 – LIABILITIES

4.1. Engineer’s Quality of Services.

The Designer guarantee that it will perform the Services in accordance with the standards of care and
diligence normally practiced by recognized engineering firms in performing services of a similar nature in
existence at the time of performance of the Services.

The Designer shall employ the highest standards of care in the production of the Services, and comply
with the requirements of the Employer’s quality control procedures as a minimum. If the Designer
becomes aware of a discrepancy or error regardless of the origin of error The Designer shall immediately
notify The Employer’s representative.

The Designer shall have the sole and the only responsibility and liability for the Services under the terms
of this agreement and the related deliverables correctness, accuracy coordination, compliance with
Employer’s requirements, and international and local codes and laws as well as documents made
available by Employer to Designer.

If, it is shown there is an error in the Services caused by Designer’s failure to meet the Agreement
requirements and Employer has notified Designer in writing of any such error within that period, Designer
shall re‐perform, at no additional cost to Employer.

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 ‫إيديكس الدولية للهندسة واملقاوالت‬
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EDECS El Dawlia for Engineering & Contracting
9926 ‫عضو اإلتحاد املصري للتشييد والبناء رقم‬

5. ARTICLE 5 ‐ INDEMNIFICATION

5.1. Indemnification by the Parties

Each party shall indemnify, and hold harmless the other party from and against losses, damages, or
expenses to the extent such damages, or expenses are caused by willful misconduct, negligent acts,
errors, omission, inaccuracies, discrepancies, or damages resulting from failures to meet required Project
requirements, standards, codes, laws, or other requirements.

each party shall indemnify and hold the other party harmless from any and all liability and claims,
including attorney’s fees, for bodily injury to or death of any person and for damage to or destruction of
property if and to the extent caused by the negligence or willful misconduct of the other party.

5.2. Intellectual Property Rights

The designer shall hold harmless and indemnify the Employer against any damages, loss, cost, liability,
excluding reasonable attorney’s fees, incurred by the Designer as a result of any actions and/or claims
brought by third parties on the grounds that intellectual property (including without limitation, patents,
copyrights, trademarks, know‐how, designs) constitutes a breach or an infringement of their prior rights,
unless such breach or infringement is due to the use by the Designer of any documents which have been
provided by the Employer.

The Designer and its personnel shall be free to use and employ its and their general skills, know‐how and
expertise, and to use, disclose and employ any general ideas, concepts, know‐how, methods, techniques
or skills gained or learned during the course of the performance of Services, so long as it or they acquire
and apply such information without disclosing any confidential or proprietary information of the
Employer and without any unauthorized use or disclosure of Contract of Intellectual Properties.

6. ARTICLE 6 ‐ INSURANCE

6.1. Commitment
The Designer shall be fully responsible for its employees and their safety. During the performance
of the Services and until the issuance of final acceptance, Upon the Employer’s request the Designer
shall maintain insurance policies as follows:

6.1.1 Workers’ social insurance in accordance with the statutory requirements of the state, province, or
country having jurisdiction over Designer’s employees who are engaged in the Services.
6.1.2 Professional indemnity liability insurance.
6.2. Certificates
Designer agrees to provide the Employer with certificates of insurance evidencing the above-described
coverage within (2) weeks upon the Employer request on terms acceptable to the Employer.

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 ‫إيديكس الدولية للهندسة واملقاوالت‬
‫م‬.‫م‬.‫ش‬
EDECS El Dawlia for Engineering & Contracting
9926 ‫عضو اإلتحاد املصري للتشييد والبناء رقم‬

7. ARTICLE 7 ‐ COMPLETION AND ACCEPTANCE

7.1. Schedule of Completion

The Designer shall commence the Services on the commencement date of this Agreement and shall use all
efforts to perform the Services continuously and with due diligence. The Design milestones submission
schedule shall be in accordance with the following milestones:

Ser. Mile stone description Completion date

1 Concept Design Stage 2 weeks from commencement date
2 Design Development Stage 4 weeks from receiving written approval on
concept design stage.
3 Tender Documents 2 weeks from receiving approval of the Design
Development Documents, whichever is later.

7.2. Acceptance
The submitted deliverables shall be considered accepted after the final approval of the Employer /
Employer representatives.

8. ARTICLE 8 ‐ TERMINATION AND SUSPENSION

8.1. Termination by Employer

Should The Designer become insolvent or bankrupt, goes into liquidation, has a receiving or administration
order made against him, compounds with his creditors, or carries on business under a receiver, trustee or
manager for the benefit of his creditors, or if any act is done or event occurs which (under applicable Laws)
has a similar effect to any of these acts or events, or commit a substantial breach of this Agreement and fail
to commence to remedy such breach within (7) days after receipt of written demand by Employer and fail
to proceed diligently in remedying the same within reasonable time, employer may terminate the Services.
Upon any such termination, The Designer shall be compensated for all costs incurred and compensation
earned for Services that were performed in accordance with the provisions of the Services, after deducting
any compensation due to Employer as a result of the Designer’s breach to the Agreement. Employer’s
election to terminate the Agreement under this article shall not prejudice any other rights of the Employer,
under the Agreement or otherwise.

8.2. Suspension or Termination for Convenience

Employer reserves the right to suspend or terminate, for convenience, the Services upon (7) days advance
notice in writing to Designer. Should the Services be so suspended or terminated by Employer, Designer
shall be paid for all the Services performed to the date of suspension or termination.

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 ‫إيديكس الدولية للهندسة واملقاوالت‬
‫م‬.‫م‬.‫ش‬
EDECS El Dawlia for Engineering & Contracting
9926 ‫عضو اإلتحاد املصري للتشييد والبناء رقم‬

9. ARTICLE 9 - Force Majeure

Neither Party to this Agreement shall be responsible for nor deemed to be in default under this
Agreement on account of any failure or delay in performance due to Force Majeure, which are causes
beyond either Party’s reasonable control including, the following:

a) States of strike, curfew, riot, revolution political strife, war or warlike operation.
b) Extraordinary natural events such as weather condition prohibiting work, typhoons,
earthquakes, fires, or floods.
c) Acts of government including requirements arising from any laws, rules, affected subsequently
to the effective date of this agreement and directly affecting the Agreement; as well as
impediments arising out of national and international foreign trade and customs
requirements/regulations or any embargoes or other sanctions.
d) In case of Force Majeure the Party that experiences a failure or delay as a result of Force
Majeure, shall promptly notify the other Party of such failure or delay along with reasonable
substantiation thereof, including if applicable, reasonably available evidence such as a
certification from an agency or agencies of the government.
Both Parties shall continue performance of the remaining obligations hereunder. The Party delayed shall
use its best reasonable efforts to avoid or remove the cause of the failure or delay and to minimize its
effect as quickly as possible. Notification shall be provided to the other Party promptly after the
beginning date and ending date of Force Majeure effects.

10. ARTICLE 10 - CONFIDENTIALITY

10.1. Rights to Work Product

10.1.1 Sealed original drawings, specifications, reports, softcopies and other engineering documents
which Designer and/or his sub‐consultants prepare and deliver to Employer pursuit to this
agreement shall become the property of the Employer once delivered.
10.1.2 Rights to intellectual property developed, utilized, or modified in the performance of the Services
shall remain the property of Designer.
10.1.3 Designer grants to the Employer an irrevocable (except in the event of a breach of this license);
nonexclusive, royalty‐free license to utilize Designer's proprietary property provided to Employer
as part of services to the extent necessary for construction, operation, maintenance, repair, or
alteration of the Project.
10.2. Confidentiality
10.2.1 Either Party (“Disclosing Party”) may supply the other Party (“Receiving Party”) with certain
confidential or proprietary data or information regarding the Disclosing Party’s activities,
work or Projects and which the Disclosing Party considers confidential. Receiving Party
covenants and agrees that it will not, except insofar as may be reasonably necessary for the
performance of the services or as required by law, without the prior permission of
Disclosing Party, use, disclose, or permit to be disclosed, or, in case of documents, reproduce or
permit to be reproduced to any person confidential information acquired from or given by the

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 ‫إيديكس الدولية للهندسة واملقاوالت‬
‫م‬.‫م‬.‫ش‬
EDECS El Dawlia for Engineering & Contracting
9926 ‫عضو اإلتحاد املصري للتشييد والبناء رقم‬
Disclosing Party to Receiving Party in the course of carrying out Services under this Agreement.
10.2.2 All confidential information disclosed by Disclosing Party shall remain the property of Disclosing
Party, shall be returned or destroyed upon written request, and shall be used by Receiving Party
strictly for the performance of this Agreement and no other purpose; provided, Receiving Party
may retain a record copy of all such information for archival purposes.
10.2.3 Receiving Party shall not be restricted in any way from releasing information, including
confidential information, in response to a subpoena, court order, or other legal process or
as may be legally compelled by any tribunal or governmental or regulatory authority, but
in such event, shall notify Disclosing Party of the demand for information before Receiving
Party responds to such demand

11. ARTICLE 11 - Subcontracts

The Designer shall not subcontract the whole of the Services, nor shall subcontract any part of the
Services without the prior written consent of the Employer. Any such consent shall not relieve the
Designer from any liability or obligation under this Agreement and the Designer shall be responsible for
the acts, defaults and neglects of any of its sub consultants, including such sub consultants’ agents,
servants or workmen as fully as if they were the acts, defaults or neglects of The Designer, its agents,
servants or workmen.

12. ARTICLE 12 - Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes any previous
oral or written representations, understandings, proposals, or communications between the Parties.
This Agreement may not be changed, modified, or amended except in writing signed by the Parties. In the
event of any conflict between this Agreement and any of the Agreement’s ANNEXs, the terms and
provisions of this Agreement shall control.

13. ARTICLE 13 - Delay and Liquidated Damages for Delay

For the Designer’s failure to meet milestone dates stipulated in article 7: [scheduled Completion] (or any
extensions thereof) being attributable to The Designer, The Designer shall pay to The Employer as
liquidated damages, the sum of one percent (1%) of the delayed part for every day, in meeting any of
the milestone dates. In any case, the total amount of liquidated damages for delay shall not exceed ten
percent (10%) of the Contract Sum.

The Employer shall have the right to deduct from any monies due to Engineer, after giving notification to
the Designer, for any delay liquidated damages.

Liquidated damages shall be the Employer’s sole and exclusive remedy for the Designer’s delay in
performing the Services without jeopardizing any other of the Employer’s rights stipulated in this
Agreement.

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 ‫إيديكس الدولية للهندسة واملقاوالت‬
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EDECS El Dawlia for Engineering & Contracting
9926 ‫عضو اإلتحاد املصري للتشييد والبناء رقم‬
Employer may postpone or waive the application of liquidated damages in the event that Designer can
demonstrate, to the satisfaction of the Employer, that the relevant delay did not affect the overall
completion of the Project.

14. ARTICLE 14 - Interpretation and govern Law

The Agreement shall be governed by and interpreted in accordance with the laws of Arab Republic of
Egypt. In the event of any controversy, claim or dispute between the Parties arising out of or relating to
this Agreement, including its enforcement, such controversy, claim or dispute shall be governed by and
interpreted in accordance with the laws of Arab Republic of Egypt.

Headings and titles of Articles, Sections, paragraphs, and other subparts of this Agreement are for
convenience of reference only and shall not be considered in interpreting the text of this Agreement.

In the event any portion or all of this Agreement is held to be void or unenforceable, the Parties shall
amend the Agreement to reflect the original intent of the Parties as set forth in this Agreement.

15. ARTICLE 15 - Disputes

Every dispute arising out of the implementation of this Agreement, the South Cairo courts shall have the
jurisdiction, according to their jurisdiction, to adjudicate in this dispute.

IN WITNESS WHEREOF, the Parties through their authorized representatives have signed this Interior Design
Services Agreement, with the Effective Date referenced above.
Signed and executed by the Parties in two originals each constituting one and the same Agreement.

SIGNED BY: on behalf of EDECS El Dawlia for Engineering & Contracting "the Employer"
Authorized signature(s) of Employer
Name : Hussein Mohamed Kamal EL-Dessouky
Position : Chairman
Signature _____________________________________________________________
Date _____________________________________________________________
SIGINED BY: for and on behalf of CREATIVE DESIGNERS ASSOCIATE STUDIO "The Designer”
Authorized signature(s) of engineer
Name : Ahmed Abd Alkader
Position : Managing Partner
Signature _____________________________________________________________
Date _____________________________________________________________

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