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Memorandum Of Understanding








Tanmia Petroleum Company










This Memorandum Of Understanding (hereinafter referred to as "MOU") is entered into as of the ------------------- 2010 (hereinafter referred to as “the Effective date”).



By and between :

Tanmia Petroleum Company, an Egyptian corporation authorized under laws of the Arab Republic of Egypt, with its principal office located at First Section from El-Teseen St. , 5th Settlement, New Cairo (Gas Tec Building), Egypt , A.R.E. (hereinafter referred to as “Tanmia”),




-------------------------------a company incorporated and authorized under the laws-----------------------------, with its Offices located at------------------------------. (hereinafter referred to as “--------------”),


Tanmia and ____________ may each be referred to in this MOU individually as a “Party” and collectively as the “Parties”.



With the objective of developing the upstream industry in Egypt and maximizing the benefit for the country through increasing production by implementing state of art technologies and processes and by ensuring the highest level of competency and training for staff, both Parties agree to cooperate trying to achieve these objectives as per the MOU herein.


WHEREAS, Tanmia may require the provision of various Oil and Gas services and products either for itself or for its clients from time to time as the case might be.


WHEREAS, _________________ is capable of providing Tanmia with such Services and Products as the case may be and as detailed below


THEREFORE, Tanmia & ----------------- have agreed upon the following:


1.            Services and Products to be provided by -------------:

--------- shall provide Tanmia on a non-exclusive basis, when requested by Tanmia from time to time and as the case may be, the following services and/or products:






2.            Terms and Conditions:


A.      Services and/or products shall be provided by ------------------either directly to Tanmia or to Tanmia’s Client through Tanmia.


B.       Services and/or products shall be provided by ------------------under a Direct Proposal to Tanmia to be followed by the Main Agreement to be signed between Tanmia and its Client(s) according to the nature of the service and/or the project.


C.       Scope of Work, General Terms and Conditions, remuneration and payment terms shall be included in such Main Agreement.


D.      Terms and Conditions of the Main Agreement shall be reviewed and approved in advance by ------------------and Tanmia prior to signature with Tanmia's Client.


E.       All Contracts and/or Agreement between ------------------and Tanmia or Tanmia's Client through Tanmia shall be negotiated in good faith to include – but will not be limited to- terms and conditions covering the following issues:

Ø  Intellectual Property

Ø  Indemnity & Mutual hold harmless (knock for knock)

Ø  Each service specific Terms and Conditions.

It is understood that the above headlines for the terms and conditions represent the general terms to be used in any contract; accordingly, both Parties acknowledge that specific services’ terms and conditions shall apply on case by case basis.


F.        As appropriate, ------------------and Tanmia shall endeavor to assign joint teams to handle any project in question, in order to raise the training levels and skills of all personnel involved.


G.      This MOU shall come into effect as of the effective date first above mentioned and shall be effective for ----- year ending on ---------- ----------. This MOU shall be ceased at the end of its duration, unless agreed between both Parties to renew this MOU in writing.


H.      Miscellaneous:-

1.    Entire Agreement:

 This MOU represents the entire agreement between the Parties with respect to the subject matter hereof.  This MOU may not be modified, amended or superseded, except by a writing which references this MOU and which is signed by duly authorized representatives of each of the Parties.


2.    Language, Correspondence, Documentation:

The language, correspondence, documentation relating to this MOU shall be in English and made in writing.


3.    Confidentiality

Any information acquired, interpreted, developed or disclosed under this MOU (“Confidential Information”) shall be held confidential by all Parties during the term of this MOU and for a period of two (2) years after the termination of this MOU. Any information acquired by a Party as a result of this MOU may not be used by that Party or any of its related companies to enter into a separate agreement with a third party without due written authorization from the other party.


4.    Non-Assignment:

This MOU may not be assigned or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party. 


5.    Successors:

The rights, benefits, liabilities and obligations of the Parties hereunder shall continue to be valid and binding upon the successors of the Parties notwithstanding any change in the name or change by amalgamation, reconstruction, consolidation or otherwise which may be made in the constitution of any Party and it is expressly agreed that no change of any sort in relation to or affecting any Party hereto shall in any way affect the rights, benefits, liabilities or obligations created by this MOU.


6.    No Waiver:

The waiver by a Party of any terms or condition of this MOU shall not be deemed as a subsequent waiver of the same terms or condition hereof, or of any additional term of condition hereof.






7.    Governing Law:

 This MOU shall be governed and construed in accordance with the laws of the Arab Republic of Egypt. Cairo courts at its various levels shall be concerned with the settlement of any dispute arises concerning the execution of this MOU.


8.    Dispute Resolution:

If the both Parties agree, any dispute or claim arising out of or relating to this MOU or any breach thereof shall be submitted to arbitration in accordance with the Rules of the Cairo Regional Center for International Commercial Arbitration (CRCICA). The number of arbitrators shall be three. The arbitration shall be held in Cairo, Egypt. The arbitration proceedings shall be conducted in the English language. The arbitration decision shall be final and binding.


In witness whereof, the Parties hereto have caused this MOU to be executed by their dully authorized representatives in two counterpart copies






For: Tanmia Petroleum Co. (Tanmia):





For: ------------------


By   :


By   :



Eng. Amr El Leithy




Chairman of the Board

And Managing Director





Email :     Fax : (+202) 23221797