Confidentiality and Non-Compete

Agreement
Waqud Petroleum
Anton Oilfield Service Group
Contents
Date 10 th October 2024 ....................................................................................................... 23
Recitals .......................................................................................................................................... 23
1. Definitions and interpretation..................................................................................................... 23
2. Confidentiality ............................................................................................................................... 45
3. Disclosure by Recipient to Authorised Persons ..................................................................... 67
4. Return and destruction of Confidential Information .............................................................. 67
5. Rights in Confidential Information ............................................................................................ 78
6. Non Compete and Non-Circumvention...................................................................................... 78
7. Restraint and Term ....................................................................................................................... 89
8. Public Announcements ............................................................................................................... 89
9. Acknowledgment by the Recipient ............................................................................................ 89
10. Notices ......................................................................................................................................... 910
11. General Provisions .................................................................................................................. 1011
Successors and assigns ........................................................................................................... 1011
Assignment ................................................................................................................................ 1011
Waiver and exercise of rights ................................................................................................... 1011
Invalid or unenforceable provisions .......................................................................................... 1011
Amendment................................................................................................................................. 1011
Counterparts .............................................................................................................................. 1011
Governing law ............................................................................................................................ 1011
Settlement of Disputes............................................................................................................... 1112

Confidentiality Agreement Page 1

Confidentiality Agreement (the “Agreement”)

Date 10th October 2024

Parties:
1. Waqud Petroleum a company incorporated in Egypt with registered number 69707 and
having its registred office at 113 North Choueifat, Fifth district, New Cairo, Cairo, Egypt.
2. Anton Oilfield Services DMCC, with its registered address at Unit No: 1901, Swiss Tower, Plot
No: JLT-PH2-Y3A, Jumeirah Lakes Towers, Dubai, UAE.

Anton Oilfield Services Group, Address: No.8 Pingcui West Road, Chaoyang District, Beijing,
China
collectively “the Parties.”

Recitals
AA. The Parties wish to enter into discussions concerning possible future businesss
arrangements between them. discussions regarding the Proposal, which involves the financing of, and
co-investment in, working interests in Egypt brown oilfieds in the w e s t Desert under the
management of GPC (全称）(The Proposal) 投资 综合调整（ oilfield comprehensive adjsutment,包括但不限于提高采收率等
intervention stimulation workover )

A.

B. The Parties wish to disclose Confidential Information to each other on the terms of this
Agreement.

It is agreed

1. Definitions and interpretation

1.1 Definitions

The following definitions apply unless the context requires otherwise:

Authorised Person means, in relation to a Party:

(a) any employee, officer or director of the Party or any of its Related Bodies
Corporate; and

(b) any firm, individual or company engaged in the provision of professional advice
to the Party for the Proposal, being firms, individuals or companies reasonably
required in relation to the Permitted Purpose.

Business means, in relation to each Party, the current and future business
and undertaking of that Party and all Related Bodies Corporate of that Party.

Business Day means a day (excluding a Friday, Saturday, Sunday or public holiday) on
which banks are open for business in Egypt and Canada.

Confidential Information means, in relation to each Discloser:

(a) information of or regarding the Business and affairs (financial and otherwise)
of the Discloser Group which is disclosed or made available as part of, for
the purposes of or pursuant to the Negotiations including, without limitation:

(i) financial and operating information of the Discloser Group;

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Confidentiality Agreement (the “Agreement”)
(ii) all information on assets, investments, liabilities, contractual
arrangements, licences and regulatory arrangements and corporate
structure of the Discloser Group;

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 (iii) all reports, data, valuations and forecasts relating to the Business of
the Discloser Group;

(iv) all business plans and strategies of the Discloser Group relating to
the Business; and

(v) all other information which by its nature is confidential and which is
supplied by the Discloser Group to the Recipient for the Permitted
Purposes of the Negotiations or which otherwise comes to the
knowledge of the Recipient or any Authorised Person

whether the information is in oral, visual or written form or is recorded in any

other medium;

(b) the fact that the Negotiations are occurring or that any discussions or meetings
have taken place between the Parties in relation to the Negotiations or the
nature, content or substance of anything which may be or may have been
discussed or referred to by the Parties in the Negotiations; and

(c) information developed by the Parties or any of them or their advisers in the
course of the Negotiations and in evaluating the Proposal or the structuring of
the relationship between the Parties including corporate, financial or taxation
analysis, reports, data, valuations and forecasts

, but does not include:

(a) any information which is or becomes part of the public domain other than by
reason of a breach of this Agreement; or

(b) information, the disclosure of which is compelled by any court, tribunal,

commission or other competent judicial, regulatory or administrative body; or

(c) which was developed by the Recipient and Related Body Corporate
independently of and without reference to any Confidential Informaiton
communicated to the Recipient by the Disclosers Group

Discloser means the Party disclosing any Confidential Information.

Discloser Group means collectively the Discloserand any Related Body Corporate of the
Discloser.

Negotiations means the meetings and discussions held between the Parties including
meetings of and between the Authorised Persons of each of the Parties relating to the
Proposal.

Parties means collectively the Principal and the Investor (and the expression Party shall
mean any one of them).

Permitted Purpose means:

(a) formulating and structuring the Proposal;

(b) obtaining professional advice in relation to the Proposal;

(c) assessing and evaluating the Proposal;

(d) implementation of the Proposal (including negotiation of

documentation).

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Proposal means exploring and/or developing oilfieds in the Eastern Desert of the Arab Republic of
Egypt

Recipient means the Party receiving any Confidential Information.

Related Body Corporate means:

(a) a holding company; or

(b) a subsidiary; or

(c) a subsidiary of a holding company.

Third Party means any person other than the Recipient or any Authorised Person.

1.2 Interpretation

In this Agreement, save where the context otherwise requires:

(a) references to the parties and clauses are respectively to the Parties, the recitals
and clauses of and to this Agreement;

(b) references to a person includes such person’s successors, permitted assigns and
transferees and the word "person" shall include any firm, company, corporation,
unincorporated body of persons or any state or government or any agency thereof;

(c) references to a sub-clause, paragraph or sub-paragraph is a reference to a sub-

clause of the clause or paragraph of the sub-clause or sub-paragraph of the
paragraph (as the case may be) in which such reference appears;

(d) references to statutes or other legislation are references to the same as from time
to time amended, varied, replaced or re-enacted and for the time being in force;

(e) where a word or phrase is defined, its grammatical forms shall have a
corresponding meaning;

(f) the headings in this Agreement are for convenience only and do not affect the
interpretation;

(g) if a period occurs from, after or before a day or the day of an act or event, it
excludes that day;

(h) If the doing of any act, matter or thing under this Agreement is dependent on the
consent or approval of a Party or is within the discretion of a Party, the consent or
approval may be given or the discretion may be exercised conditionally or
unconditionally or withheld by the Party in its absolute discretion.

2. Confidentiality
2.1 Disclosure

The Recipient must not disclose, nor allow to be disclosed any of the Confidential
Information to any person, except in accordance with clauses 2.5 or 3 , or after
receiving the prior written consent of the Discloser.

2.2 Use

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 (a) The Recipient must only use the Confidential Information for the Permitted
Purpose and must not make any use of the Confidential Information or any part
of it to the competitive disadvantage of the Discloser Group.

(b) The Recipient must not, without prior written consent of the Discloser or as
provided under this Agreement, copy or duplicate the Confidential Information or
any part of it.

(c) The Recipient must not make or permit or cause to be made any analysis,
compilations, notes, memoranda, studies or other documents based on or
relating to the Confidential Information or any part of it for any purpose other than
for the Permitted Purpose.

2.3 Security

The Recipient must:

(d) establish and maintain effective security measures , exercising no lesser

security measures and degree of care than those it applies to its own
confidential information to safeguard all Confidential Information from
unauthorised access, use, reproduction or disclosure including measures
to ensure that each Authorised Person who receives Confidential
Information is aware that it must treat the Confidential Information as
confidential in the same manner and to the
same extent as if each of them was party to this Agreement;

(e) keep the Confidential Information under its control at all times;

(f) immediately notify the Discloser of any actual or suspected unauthorised

disclosure or use of the Confidential Information; and

(g) promptly do anything reasonably required by the Discloser to prevent or restrain

a breach or suspected breach of this Agreement or any infringement or
suspected infringement of the Discloser's rights arising out of this Agreement by
any person

2.4 Existence of Agreement and availability of Confidential Information

Subject to clauses 2.5 and 3, the Recipient agrees not to:

(h) discuss this Agreement or any part of it nor its existence at any time with
any person without the prior written consent of the Discloser; or

(i) disclose the fact that Confidential Information has been made available or the
terms, conditions, status or other facts concerning the Proposal and the
Negotiations without the prior written consent of the Discloser.

2.5 Compelled Disclosures

(j) Subject to complying with the requirements in sub-clause 2.5(k), the Recipient
may disclose the Confidential Information if required by law or regulation or an
order of a court, tribunal, commission or other competent judicial , regulatory
or administrative body.

(k) The Recipient undertakes that if it is compelled to disclose the Confidential

Information or otherwise proposes to disclose the Confidential Information
because of a law or regulation or an order of a court, tribunal, commission or

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 other competent judicial, regulatory or administrative body, to the extent
permitted to do so by applicable law, regulation or order, it:

(i) will immediately notify the Discloser with full details of the
circumstances of the proposed use or disclosure and of the relevant
information to be used or disclosed;

(ii) will give the Discloser a reasonable opportunity to challenge the law or
order in a court of law or other appropriate body;

(iii) will provide the Discloser with all reasonable assistance and co-
operation which the Discloser considers necessary to prevent the
disclosure of the Confidential Information; and

(iv) will only disclose that portion of the Confidential Information which it is
advised by written opinion of its external legal advisers is legally
required to be disclosed and will use its best endeavours to obtain
confirmation that confidential treatment will be given to the Confidential
Information.

3. Disclosure by Recipient to Authorised Persons

Authorised Persons

(a) The Recipient may disclose the Confidential Information to Authorised Persons
if:

(i) the disclosure is necessary solely for the Permitted Purpose;

(ii) the Authorised Persons agree to observe the terms of this Agreement
(with any necessary changes) as if they were a Party to it; and

(iii) the Recipient agrees to ensure that the Authorised Persons observes
the confidential nature of the Confidential Information and the terms of
this Agreement at its own expense.

(b) The Recipient will be responsible for any breach of this Agreement by its
Authorised Persons.

4. Return and destruction of Confidential Information

Return and destruction of Confidential Information

(a) The Recipient must, and must ensure that all relevant Authorised Persons,
immediately on demand by the Discloser:

(i) return to the Discloser all documents, reports, notes,

memorandam,
computer media and other material which record, contain or relate in
any way to the Confidential Information (including all copies of them)
and which were provided to or obtained by them or prepared or made
by or for or on behalf of the Recipient as a result of or in connection
with the Permitted Purpose;

(ii) delete entirely and permanently all of the Confidential

Information from every computer disk or electronic storage facility of

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 any type owned or used by them, provided that the Recipient may
retain such records of the Confidential Information as may be required p
ursuant to law, regulation or policy purposes; and

(iii) cease to make use of the Confidential Information or any part of it

(including use for the Permitted Purpose),

and must:

(i) if the Discloser requests, confirm in writing promptly when each of

them has complied with these obligations.

(b) A financial, legal or other adviser to the Recipient (a Relevant Person) may
retain in its files such copies of the Confidential Information as are reasonably
necessary to support any advice it has given to the Recipient, but only if such
Relevant Person remains subject to the obligations of confidentiality under this
Agreement

5. Rights in Confidential Information

Retention of rights

(a) The Discloser reserves all rights in the Confidential Information and no rights or
obligations, other than those expressly contained in this Agreement, are granted
or to be implied from this Agreement. In particular, no licence is granted directly
or indirectly under any patent, invention, discovery, copyright or other intellectual
property right now or in the future held, made, obtained or licensable by the
Discloser Group.

(b) The Recipient acknowledges that the Confidential Information and all intellectual
property rights in the Confidential Information (including copyright, design and
patent rights), or arising as a result of the disclosure of the Confidential
Information by the Discloser to, or the use or evaluation of the Confidential
Information by, the Recipient or the Authorised Persons, are the exclusive
property of and will remain the exclusive property of the Discloser Group and the
Recipient will do all things and execute all documents necessary to vest those
rights in the Discloser.

6. Non Compete and Non-Circumvention

It is expressly agreed that the identities of any individual or entity and any other third parties
discussed and made available by one Party the Principal in respect of the Proposal and
any related business opportunity shall constitute Confidential Information. During the
duration of this Agreement, neither Party shall, without the prior
consent of the other Party, at any time: and the Investor shall not , without the prior
consent of the Principal, at anytime during the duration of this Agreement:

(a) directly or indirectly initiate, solicit, negotiate, contract or enter into

any business transactions, agreements or undertakings with any such
third party identified or introduced by the other Partythe Principal; or
(b) seek to by-pass, compete, avoid or circumvent the o ther P arty the
Principal from any business opportunity that relates to the Proposal;
and/or
(c) attempt to contact or/ contract with the GPC Egyptian Ministry of
Petroleum & Mineral Resources or any of its affiliates in respect of the
Proposal and any related business opportunity;or

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 (d) attempt to contact or / contract with any other public or private entity in
respect of the Proposal and any related business opportunity

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7. Restraint and Term
(a) (a) Without prejudice to the provisions of other
clauses, this Agreement shall come into force on the date set
out above and shall continue for a period of one(1) year from
the date of this Agreement. Termination of this Agreement shall
be without prejudice to any rights or liabilities accrued at the
date of termination.This Agreement shall terminate upon the
conclusion of a binding contract for the business or transaction
covered by this Agreement.This Agreement shall come into force on the
date set out above and shall
continue for a period of Five (5) years from the date of this Agreement. Termination of
this Agreement shall be without prejudice any rights or liabilities accrued at the
date of terminati on.
8. Public Announcements

(a) The Parties agree not to make any public announcements in relation to, or
public comment on, the Negotiations or any agreement or undertaking
resulting from the Negotiations without the prior written approval of the other
Party.

(b) Either Party may make an announcement with the consent of the other, which
must not be unreasonably withheld:

(i) when the Negotiations are concluded and a binding agreement is

reached; or

(ii) an announcement is otherwise required by law or regulation.

9. Acknowledgment by the Recipient

General acknowledgments

The Recipient confirms, acknowledges and agrees for itself, its Related Body Corporates
and on behalf of its Authorised Persons that:

(a) the supply of the Confidential Information to it will not constitute any offer by the
Discloser, nor the basis of any contract, nora representation which may be relied
upon by the Recipient, and that the Discloser makes no representation about the
Confidential Information except to the extent agreed by the Discloser in writing;

(b) it and its Related Bodies Corporate will not challenge or contest the Discloser's
ownership of the Confidential Information;

(c) nothing in this Agreement:

(i) grants the Recipient any right to enter into any agreement with the
Discloser;

(ii) requires the Discloser to enter into any of its other agreement with the
Recipient or provide the Recipient with any Confidential Information; or

(iii) prevents the Discloser from disclosing any of its Confidential

Information to any person.

(d) to the maximum extent permitted by the law, it waives any right it may have
to bring an action in respect of any representation or statement made by
the Discloser, or any of its respective directors, employees, agents or advisers;

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 (e) to the maximum extent permitted by law, the Discloser and its respective
directors, employees, agents and advisers will not be liable in any way for any
loss of any kind, including damages, costs, interest, loss of profits, loss
of goodwill, loss of data, loss of opportunity, loss of revenue, additional
expenditure, loss of use, or special, direct, indirect, exemplary,
aggravated, punitive, incidental, consequential loss or damage, arising from
any error, inaccuracy,

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incompleteness or other similar defect in Confidential Information or the use or interpretation
of its Confidential Information by the Recipient, any Authorised Person or their respective
employees, agents, officers or advisers; and

(f) this Agreement is for the benefit of the Discloser and may
only be enforced by the Parties to this Agreement.

10. Notices
Requirements

All notices must be:

(a) in legible writing and in English;

(b) addressed to the receiving Party at the address, email, or

facsimile number set out below. If there is a change in the
address it has to be sent to the other Party in writing 2 weeks
in advance

(i) Suez Potassium

Attention: Hisham M. Refaat

Address: 113 North Choueifat, New Cairo,

Egypt
P.O. Box 237, 11835

Email: [email protected]

(ii) Anton Oilfield

Services

Group

Attention:

Marshal Wang

Address: Unit No: 1901, Swiss Tower, Plot

No: JLT-PH2-Y3A, Jumeirah Lakes
Towers, Dubai, UAE.
No.8 Pingcui West Road, Chaoyang District, Beijing,
China

Mobile: +97150 741 9808

Email: [email protected]

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Receipt

Without limiting any other means by which a Party may be able to prove
that a notice has been received by the other Party, a notice will be
considered to have been received:

(c) if sent by hand, when left at the address of the receiving Party;
or

(d) if sent by post, on the third day after the date of posting; or

(e) if sent by email, when sent, unless the sender is notified, by a

system or person involved in the delivery of the email, that the
email was not successfully sent;

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Page 9
 but if a notice is served by hand, or sent by email on a day that is not a Business Day, or
after 5:00 pm on a Business Day, the notice will be considered to have been received by
the receiving Party at 9.00 am on the next Business Day.

11. General
Provisions Successors and
assigns

This Agreement will bind and inure to the benefit of the Parties, their successors and
permitted assigns.

Assignment

A Party must not assign or deal in any way with any of its rights under this Agreement
without the prior written consent of the other Party.

Remedies

Both parties agree that damages alone may not be an adequate remedy for any breach of
this agreement. Either party may be entitled to the remedies of injunction, specific
performance, and other equitable relief for any breach of this Agreement.

Waiver and exercise of rights

(a) A waiver by a Party of a provision of or of a right under this Agreement is

binding on the Party granting the waiver only if it is given in writing and is
signed by the Party or an authorised officer of the Party granting the waiver.

(b) A waiver is effective only in the specific instance and for the specific purpose
for which it is given.

(c) A single or partial exercise of a right by a Party does not preclude

another exercise or attempted exercise of that right or the exercise of another
right.

(d) Failure by a Party to exercise or delay in exercising a right does not prevent
its exercise or operate as a waiver.

Invalid or unenforceable provisions

If a provision of this Agreement is invalid or unenforceable in a jurisdiction:

(e) it is to be read down or severed in that jurisdiction to the extent of the

invalidity or unenforceability; and

(f) that fact does not affect the validity or enforceability of:

(i) that provision in another jurisdiction;

or (ii) the remaining provisions.

Amendment

This Agreement may be amended only by a document signed by all Parties.

Counterparts

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 This Agreement may be signed in counterparts and all counterparts taken together
constitute one document.

Governing law

This Agreement is governed by the laws of England and Wales.

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Settlement of Disputes

Any dispute, controversy or claim arising out of or relating to this Agreement, its interpretation,
at
execution, the termination or invalidity thereof, shall be settled by arbitration to be conducted
the Dubai International Arbitration Centre (DIAC) in accordance with its
arbitration rules, which rules are deemed to be incorporated by
reference into this clause.in the DIFC-LCIA Arbitration and Mediation Centre in
accordance with the Mediation Rules of the DIFC
LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause.
The language to be used in the arbitral proceedings shall be the English Language.

This Agreement has been executed as a deed and is delivered and takes effect as of the date the
Parties signed this Agreement.

Executed by the Parties as an Agreement.

Signed by:

Waqud Petroluem:

Director: Hisham Refaat, Signature

Managing Director

Date:

Anton Oilfield Services Group:

__________________________ ___________________________
Vice President: Marshal Wang Signature
Date

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