MEMORANDUM OF UNDERSTANDING

(MOU)

BETWEEN

ALEXANDRIA PETROLEUM COMPANY

(PETROMAINT)

AND

COMPANY NAME
(acronym)

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 MEMORANDUM OF UNDERSTANDING

Entered intoxxx-xxxx-2020 by between

ALEXANDRIA PETROLEUM MAINTENANCE COMPANY (PETROMAINT)

A company organized under the laws of Arab republic of Egypt, according to the law no. 8 for year
1998 registered under CR number 144492 having its main office at El-Sad Alaaly Road , Wadi
ElKamar, Alexandria , Arab Republic of Egypt, which expression includes its subsidiaries.
- Hereafter called “PETROMAINT” –

And

…………………………….

A company organized under the laws of

– Hereafter called “.........................” –

– Hereafter also called singularly „PARTY“ or jointly „PARTIES“ –

PREAMBLE
1. PETROMAINT is a well reputed company in the business of performing the Engineering,
Construction .maintenance, technical services, modifications and asset integrity within the Oil,
Gas, petrochemical and general industries in the Arab republic of Egypt, possessing the
necessary know-how, experience and capability for its activities and having qualified and
experienced personnel and skilled manpower with sufficient facilities in the Arab republic of
Egypt, such as fabrication and assembling shops and fleet of equipment and machinery, and
is properly established to perform such business activities.

2. ......................... is a leading engineering, technologies and industrial services group with

worldwide activities focusing on all primary industries in general and in the context of this
MoU, on oil & gas, chemical & petrochemical, energy, water treatment, environmental
solutions, general industries, modularized solutions, integrated projects, mechanical erection,
maintenance, asset integrity, modification and operations in particular. ........................., in this
MoU, is representing the interests and activities of certain of its group companies that are
exploring and evaluating business opportunities in the Arab Republic of Egypt and in doing so,
in line with the local regulatory frameworks as well as local content requirements, may
consider entering into business relationships with the PETROMAINT.

3. The Parties wish to explore the opportunities with the aim to cooperate in order to maximize
their business prospects in the Arab Republic of Egypt in the areas defined herein, leveraging
selected portfolio elements from ......................... on the one hand and local capabilities,
capacities and maximized local content and value add from PETROMAINT on the other hand.
(hereinafter referred to as “Strategic Cooperation”)
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4. the Parties to, on a case-by-case basis, discuss and mutually agree on the type of cooperation
(i.e. subcontractor, consortium or JV), the terms, responsibility matrix (division of works) and
specific scope and obligations that each Party may be undertaking, which shall be decided
prior to entering into the respective project agreement. This shall be conducted on a project-
by-project basis, depending primarily on the needs of that particular Project and the division of
works.

5. The potential business areas to be addressed under this Strategic Cooperation in the Arab
Republic of Egypt, where the Parties believe the joint efforts may result in best possible
competitiveness in the market and maximizing the local value add to the benefit of the country,
are mainly as follows: (hereinafter referred to as “Strategic Projects”):

A. ENGINEERING SERVICES: For potential projects with relevant engineering scope to

Parties capabilities and offering,

B. TECHNOLOGY SOLUTIONS: For potential projects in asset integrity, maintenance,

modifications, operations, corrosion and welding solutions as well as Energy Optimization.

C. Digitalization Solutions (focused on maintenance workstream): For potential projects with

relevant scope in plant digital-twin, digitalization of existing brown field assets and
advanced maintenance solutions.

D. INTEGRATED MODIFICATION PROJECTS: For potential integrated modification projects

in Oil, Gas, Chemical and Petrochemical sectors.

NOW, THEREFORE, in consideration of the above-mentioned premises, the Parties hereby agree as
follows:

ARTICLE 1
GENERAL

1.1. The purpose of this Memorandum of Understanding (“MoU”) is to commence and regulate
discussions, efforts and any possible negotiations between the Parties related to a Strategic
Projects.

1.2. The Parties enter into this MOU to cooperate on Strategic Projects in the Arab Republic of
Egypt or as explicitly agreed otherwise. It is acknowledged that the Strategic Cooperation on
Projects shall be developed and implemented on a case-by-case basis by the Parties
themselves or by using the Parties´ respective operative subsidiaries, provided however, that
the subsidiaries are autonomous in their decision to enter into such Projects.

1.3. The Parties agree that they shall cooperate for each Project in the most transparent,
appropriate and reasonable structure of cooperation, at own level and / or at the level of their
subsidiaries. This might be an open or silent consortium, subcontractor or joint venture, which
shall be decided prior to entering into the respective project agreement.

1.4. The Parties undertake to appoint one representative from each Party who shall be responsible
for communication and coordination of all joint activities.

.........................
PETROMAINT
Attn.: Attn.:XXXXXX
Title: Title: xxxxx
Email : Email: xxxx@company.com

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 ARTICLE 2
WAYS OF COOPERATION AND STEERING COMMITTEE

2.1. The cooperation may be developed, formed or exist, inter alia, in:

A. Joint appearance on the market of the Arab Republic of Egypt as strategic partners,
whereby the Parties will determine from case to case, in which legal structure such joint
appearance shall take place (i.e. open consortium, subcontract-agreement, silent consortium
or joint venture);

B. Joint realization and execution of Strategic Projects for contracts awarded due to the
Parties´ joint offering under this MoU.

2.2. The division of works in case of cooperation on Strategic Projects shall be decided and
documented on a case-to-case basis and prior to entering into any contract or specific project
agreement.

2.3. The bidding price for each Strategic Project shall be developed jointly and transparently taking
into account the division of works and project specific requirements such as schedule, risk
profile and competitive landscape.

ARTICLE 3
CONFIDENTIALITY

3.1 The Parties shall cooperate in the market of Arab Republic of Egypt for Strategic Projects that
are identified and agreed by the Parties under this MOU. This shall be reviewed and agreed
on a case to case basis and regulated under the specific project agreement.

3.2 Each of the Parties shall treat all business and technical information received from the other
Party in connection with this MoU confidential in the same way as they treat their own
business secrets and shall use them solely and exclusively for the purposes, for which they
were provided.

3.3 The Parties (including their directors, employees and/or representatives and / or agents) shall
in connection with their duties under this MoU comply with all the applicable Laws and
regulations pertaining to the respective Strategic Projects.

ARTICLE 4
RELATIONSHIP OF THE PARTIES

Neither of the Parties shall have the right, power or authority, nor shall any Party represent that it has
the right, power or authority to legally represent, bind and / or obligate the other Party, in any matter
whatsoever, except as maybe otherwise explicitly agreed separately in writing. Each Party shall
represent itself and act solely on its own behalf as an independent party working in cooperation with
the other and not as a business representative, commercial agent, distributor, reseller, employee or
business partner of the other Party.

ARTICLE 5
COST AND EXPENSES

Unless otherwise expressly agreed in writing, each Party shall bear its own costs and expenses
incurred in connection with the execution of this MoU.

ARTICLE 6
TERM AND TERMINATION

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This MoU comes into force on the date of the last signature. This MoU is entered into for a fixed period
of 1 (one) year. Parties may agree, one month prior to the expiration date of this MoU, to extend this
MoU based on mutual agreement

Either Party is entitled to terminate this MoU for cause or for convenience by giving the other Party a
written notice per registered letter or Email. Such termination becomes effective upon receipt by the
other Party and shall have immediate effect in any case of a termination for cause; in case of a
termination for convenience it shall become effective after a 1 (one) month notice period after the
termination has been served. No Party shall be liable to the other Party in any respect whatsoever due
to the termination of this MoU.

ARTICLE 7
BUSINESS PRACTICES AND COMPLIANCE OBLIGATIONS

The Parties shall comply with all applicable laws and regulations including but not limited to anti-
corruption, anti-money laundering, anti-terrorism, export control, economic sanction and anti-boycott
laws, regulations and administrative requirements applicable to the Parties or its services.

ARTICLE8

ARBITRATION

1. This Agreement and any non-contractual obligations arising out of or in connection with it shall
be governed by and construed in accordance with the laws of Egypt.

2. All disputes arising in connection with this agreement shall be finally settled by arbitration
under the rules of arbitration of the Cairo Regional Center for international Commercial
arbitration – in Cairo . By three arbitrators appointed in accordance with the said Rules) the
arbitration shall be held in Arab Republic of Egypt – Cairo the language of arbitration shall be
English and Arabic.

This MoU is executed in 2 (two) original copies.

xx /xxxxxx/2020 xx/xxxxxxx/ 2020

......................... PETROMAINT

Marco Van Der Linked Dr. Neal Darwish

xxxx xxxx

xxxx xxxxx

Tebodin Middle East Manning Director Chairman & Managing Director