This contract is concluded between the two parties whose complete details are provided in the attached contracting form, referred to herein as "Party One" (Importer/Distributor – the party engaging in the import and distribution process in the local market) and "Party Two" (External Supplier – the party exporting the products from abroad), collectively referred to as "the Parties." Between: Party One (Importer/Distributor – the party engaging in the import and distribution process in the local market) and Party Two (External Supplier – the party exporting the products from abroad), who will be described in full legal terms in Annex (1) of this agreement. Whereas Party One wishes to import the products detailed in Annex (2) from Party Two, and distribute and sell them in the Egyptian market (or within a specified geographical scope) through its distribution channels, and desiring that Party Two supply these products to Party One in accordance with the agreed-upon commercial terms, in accordance with the provisions of Egyptian law and international trade laws (especially the United Nations Convention on Contracts for the International Sale of Goods - CISG, if applicable), in the detailed manner outlined in this agreement, achieving the mutual interests of both parties, ensuring the continuity of supply and quality of products, and organizing the relationship between them with precision and transparency. The parties have agreed on the following:

Article (1) Definitions
1- The words and phrases below, wherever they appear in this agreement, shall have the meanings indicated beside each, unless the context indicates otherwise:
2- Importer/Distributor: Party One, a natural or legal person who imports products from abroad and distributes them in the local market, with the details specified in Annex (1/A).
3- External Supplier: Party Two, a natural or legal person who exports products from abroad, with the details specified in Annex (1/B).
4- Products: The goods subject to import and distribution, as detailed in Annex (2), including specifications, types, sizes, models, versions, trademarks, countries of origin, and any required conformity or quality certificates.
5- Distribution Scope: The geographical area in the Arab Republic of Egypt (or any other area agreed upon) where the Importer/Distributor is permitted to distribute and sell the products, specified in Annex (3).
6- International Delivery Terms (Incoterms): The international commercial terms governing the transport of goods and the distribution of risks and costs between the parties, as specified in Annex (4) in accordance with the latest editions of the International Chamber of Commerce (ICC), including, for example: FOB, CIF, CFR, EXW, DDP, and others.
7- Letter of Credit: The approved payment instrument established by the Importer/Distributor with its bank in favor of the External Supplier, as per the terms specified in Annex (5), to guarantee the payment of the value of the imported products.
8- Purchase Price: The price of the imported products, specified in Annex (6) in the currency  , with a value of  , subject to adjustment according to the mechanism stipulated in Article (7).
9- Commission/Commercial Margin: The profit or commission earned by the Importer/Distributor from reselling the products in the local market, determined in Annex (6) at a rate of   percent, or by a specific added value determined according to market prices.
10- Agreement Duration: The period specified in Annex (7) commencing from the date of signing this agreement and continuing for   years, renewable upon mutual consent of the parties.
11- Renewal Notice Period: The period preceding the expiration of the Agreement Duration, set at   days before the end of the duration.
12- Minimum Annual Purchase: The minimum quantity or value of products the Importer/Distributor commits to purchasing annually, specified in Annex (8) at a value of  .
13- Warranty Period: The period extending   months from the date of arrival of the products at the port of arrival (or from the date they are delivered to the Importer/Distributor according to the delivery terms), during which the External Supplier guarantees the quality of the products and their free from material and industrial defects.
14- Exclusive Right: The right granted to the Importer/Distributor to exclusively import and distribute the products within the distribution scope, obliging the External Supplier not to sell the products to any other distributor within this scope (if agreed upon in Annex 9).
15- Protection Period: The duration extending after the expiration of the Agreement Duration, during which the External Supplier commits not to directly engage with any client or distributor that the Importer/Distributor has introduced or developed within the distribution scope, or pay the commission due to the Importer/Distributor related to those transactions, set at   months following the termination of the agreement.
16- Confidential Information: Includes customer lists, prices, marketing strategies, supplier data, financial information, distribution plans, market studies, and any other sensitive information exchanged between the parties.