Pursuant to this contract concluded between the two parties whose complete data is reflected in the attached contracting form, hereinafter referred to as “Party One” (the Disclosing Party – the owner of the business or data) and “Party Two” (the Receiving Party – the investor, potential buyer, or due diligence team), collectively referred to as “the Parties.” Between each of: Party One (the Disclosing Party – the owner of the business or data) and Party Two (the Receiving Party – the investor, potential buyer, or due diligence team), both of which shall receive a full legal description in Annex (1) of this Agreement. Party One wishes to disclose confidential and sensitive information pertaining to its business activities, financial position, contracts, clients, suppliers, intellectual property, and strategic plans for the purpose of enabling Party Two to conduct the necessary due diligence to evaluate a potential investment, merger, or acquisition opportunity (hereinafter referred to as “the Potential Transaction”), and Party Two desires to obtain this information for the same purpose, with a commitment to protect its confidentiality and not to use it for any other purpose, in accordance with the terms and conditions detailed in this Agreement, in a manner that safeguards Party One’s business and legal interests and preserves its competitive secrets. The Parties have agreed as follows:

Article (1) Definitions
1- The following words and phrases, wherever they appear in this Agreement, shall have the meanings specified next to each, unless the context indicates otherwise:
2- Confidential Information: All information, data, and materials (whether written, oral, electronic, printed, visual, or auditory) disclosed by Party One (or its representatives) to Party Two, or that Party Two can access in the course of conducting due diligence, including but not limited to: financial data, accounting records, tax returns, client and supplier lists, ongoing contracts, marketing strategies, development plans, prices, profit margins, licenses, government approvals, patents, trademarks, intellectual property rights, designs, models, software, source code, algorithms, manufacturing secrets, operational information, employment information, and any other information categorized as confidential or commercially sensitive.
3- Limited Purpose: Conducting due diligence to evaluate the Potential Transaction between the Parties, without any other use.
4- Due Diligence: The legal, financial, technical, and operational examination conducted by Party Two (or its clients) on Party One’s activities.
5- Related Parties of the Receiving Party: Employees, consultants, lawyers, accountants, advisors, affiliated companies, and representatives of Party Two participating directly in due diligence, who have been informed of this Agreement and have committed, in writing, to its provisions.
6- Confidentiality Period: The period extending from the date of signing this Agreement for a duration of   subsequent years, or until the Potential Transaction negotiations are concluded (whichever is longer), with the obligation remaining in effect with respect to information that is inherently confidential on a permanent basis (such as trade secrets and patents) even after the mentioned period ends.
7- Due Diligence Period: The duration specified in Annex (2) lasting   days from the date of signing this Agreement, which may be extended with Party One’s written consent.
8- Tangible Materials: All documents, reports, books, files, samples, models, CDs, and electronic storage media that contain Confidential Information.
9- Force Majeure: Events beyond control and impossible to prevent (wars, revolutions, natural disasters), defined in Article (15) of this Agreement.
10- Maximum Compensation Cap: The maximum value of damages due for any breach, specified in Annex (3) at an amount of  , without prejudice to Party One's right to claim full actual compensation in case of proven fraud or substantial harm.

Article (2) Subject of the Agreement
1- This Agreement establishes the terms and conditions for the disclosure of Confidential Information by Party One to Party Two, for the limited purpose of conducting the necessary due diligence to evaluate the Potential Transaction, and obligates Party Two to maintain the confidentiality of this information, not to use it for any other purpose, and not to disclose it to any third party, while taking all necessary security measures to protect it, as detailed in the following articles.

Article (3) Duration of the Agreement
1- This Agreement shall commence from the date of signing and shall continue with the obligations stipulated herein (especially the confidentiality and non-use obligations) until the end of the Confidentiality Period specified in Article (1.5), or until the Potential Transaction is completed and the final contract containing similar confidentiality clauses is signed (whichever is later), and some obligations (such as material return and destruction) shall remain in effect even after the expiration of the Confidentiality Period.

Article (4) Basic Obligations of Party Two (Receiving Party)
1- Party Two undertakes and guarantees for its related parties the following:
2- To use the Confidential Information only for the Limited Purpose, and not to use it for any other purpose (such as competition, internal development, sale to others, negotiations with other parties, or any activity harmful to Party One).