13Marketing Materials Production and Printing Services Agreement

THIS Marketing Materials Production and Printing Services Agreement

(the “Agreement”) is made as of 21/02/2024, by and between:
1) Mountain View Company for Development and Real Estate Investment
an Egyptian joint stock company), with its head office located at Plot 183 -
Second Sector - Fifth Settlement – Cairo. Commercial Registry number
(14714) dated 5/6/2005 Investment-Cairo. Herein represented by Mr.
Wael Mahmoud Lotfy in his capacity as the delegated member for development
affairs and the chief marketing and innovation officer/partner,
(Herein after referred to as “First Party”, “Mountain View” “MV”
“Client” or “Company”)
And
2) Liquid Print House - Commercial register number 4336 - TAX card number
416-296-726 with its head office located at 44 Mokhtar Abaza Street, Industrial
Zone, Kilo 18, El Salam, Cairo Herein represented by Mr. Karim Mohamed
Hassan Wasfy in her capacity as Merchant/Owner.
(Herein after referred to as “Second Party” or “Liquid Print House”).

1. Preamble
WHEREAS, The First Party is one of the largest companies working in
the field of real estate development and investment, and has many
projects inside the Arab Republic of Egypt;
WHEREAS, the Second Party is an independent contractor skilled at
providing professional marketing materials production and printing Services;
WHEREAS, The First Party desires to have professional marketing
materials production and printing Services and the Second Party has the required
experience to perform such Services the Second Party, subject to the terms
and conditions hereof, agrees to perform such Services in addition to the
works related to such Services;
NOW, THEREFORE, in consideration of the promises and other good
and valuable consideration set forth, the parties agree as follows:
2. DEFINITIONS:
In this Agreement, the following words and expressions shall have the
meaning assigned to them below and cognate expressions shall have a
corresponding meaning, unless inconsistent with the context:
2.1. “Agreement” shall mean this agreement together with all the
annexures attached hereto;
2.2. “Applicable Law” shall mean the Constitution and all applicable
statutes, regulations, codes of good practice, sector codes, industry
charters, ordinances, by-laws, rules (including rules of court) and other
secondary legislation, directives, practice notes having force of law in
Arab Republic of Egypt.
2.3. “Business Day” shall mean any 1day of 10except Friday, Saturday or public
holiday in ARE;
2.4. “Change in Law” shall mean the coming into effect after Signature
First Party Second Party
 Date of this Agreement of any Law, or any amendment or variation to any
Law other than any Law that on or before Signature Date has been
published in a draft bill;
2.5. “Company Representative” shall mean a natural or legal person in
charge of monitoring the Agreement implementation on behalf of the
Company;
2.6. “Confidential Information” shall mean all confidential information
owned exclusively by either Party relating to its business or operations
and including, but without being limited thereto, information relating to
technical know-how and data, drawings, methods, processes and
procedures, and other information, which comes into possession or under
the control of the other party in any manner whatsoever, in the course of
this Agreement;
2.7. “Consents” shall mean all consents, permits, clearances,
authorizations, approvals, rulings, exemptions, registrations, filings,
decisions, licenses, permissions required to be issued by or made with
any Responsible Authority in connection with the performance of the
Services;
2.8. “Constitution” shall mean the Constitution of the Arab Republic of
Egypt;
2.9. Liquid Print House Default or Breach" means any of the following
events or circumstances:
2.9.1. any arrangement, composition or compromise with or for the
benefit of creditors (including any voluntary arrangement as defined in the
Insolvency Act or the Companies Act being entered into by or in relation
to Liquid Print House;
2.9.2. a liquidator, business rescue practitioner or the like taking
possession of or being appointed over, or any, winding-up, execution or
other process being levied or enforced upon the whole or any material
part of the assets of Liquid Print House;
2.9.3. Liquid Print House ceases to carry on business;
2.9.4. Liquid Print House commits a breach of any of its material
obligations under this Agreement; and /or
2.9.5 Liquid Print House abandons the Works for a period of longer than
ten (10) Business Days.
2.10. “Completion Date” shall mean the date at which all works shall have
to be completely done perfectly as agreed.
2.11. “Effective Date” shall mean 21/02/2024.
2.12. “Force Majeure” shall mean any of the events listed in clause 10
which directly causes either Party to be unable to comply with all or a
material part of its obligations under this Agreement;
2.13. “Good Industry Practice” shall mean applying, in relation to the
manner in which the Works are performed
2 of 10 and the services are rendered,
the standards, practices, methods and procedures conforming to

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 Applicable Law, and exercising that degree of skill, care, diligence,
prudence and foresight that would reasonably and ordinarily be expected
from a skilled and experienced person engaged in a similar type of
undertaking under similar circumstances;
2.14. “Parties” shall mean Liquid Print House and the Company;
2.15. “Services” shall mean professional marketing materials production and
printing services to be provided to the Company by Liquid Print House as
listed in this Agreement and any following annexes mutually agreed on
and signed thereafter.;
2.16. "Works" means all works to be undertaken by Liquid Print House in
order to achieve the “Services”;
3. INTERPRETATION
This Agreement shall be interpreted according to the following provisions,
unless the context requires otherwise:
3.1. References to the provisions of any law shall include such provisions
as amended, re- enacted or consolidated from time to time in so far as
such amendment, re- enactment or consolidation applies or is capable of
applying to any transaction entered into under this Agreement;
3.2. References to “Month” shall be to a calendar month;
3.3. References to “Parties” shall include the Parties’ respective
successors-in-title and, if permitted in this Agreement, their respective
cessionaries and assignees;
3.4. references to a “person” shall include an individual, firm, company,
corporation, juristic person, Responsible Authority, and any trust,
organization, association or partnership, whether or not having separate
legal personality;
3.5. References to any “Responsible Authority” or any public or professional
organization shall include a reference to any of its successors or any
organization or entity, which takes over its functions or responsibilities;
3.6. References to “clauses”, “sub-clauses” and “Schedules” are references
to the clauses, sub-clauses and Annexures of this Agreement;
2.7. The headings of clauses, sub-clauses and schedules are included for
convenience only and shall not affect the interpretation of this Agreement;
3.8. The Parties acknowledge that each of them has had the opportunity to
take legal advice concerning this Agreement, and agree that no provision
or word used in this Agreement shall be interpreted to the disadvantage
of either Party because that Party was responsible for or participated in
the preparation or drafting of this Agreement or any part of it;
3.9. Words importing the singular number shall include the plural and vice
versa, and words importing either gender or the neuter shall include both
genders and the neuter;
2.10. References to “this Agreement” shall include this Agreement as
amended, varied, novated or substituted
3 of 10in writing from time to time;
3.11. Any reference to any enactment, order, regulation or similar

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 instrument shall be construed as a reference to enactment, regulation or
instrument as amended, re enacted or replaced from time to time;
3.12. When any number of days is prescribed in this Agreement, same shall
be reckoned exclusively of the first and inclusively of the last day unless
the last day falls on a day which is not a Business Day in which case the
last day shall be the immediately following Business Day; and references
to “written” do not include communications by way of electronic mail.
4. REPRESENTATION AND WARRANTIES
4.1. Liquid Print House warranties
Liquid Print House hereby warrants that:
4.1.1. It is a company, duly incorporated and validly existing under the laws
and has taken all necessary actions to authorize its execution of and to
fulfil its obligations under this Agreement;
4.1.2. Its obligations under this Agreement are legal, valid, binding and
enforceable against it, in accordance with the terms of this Agreement;
4.1.3. All information disclosed by or on behalf of Liquid Print House at any
time up to the Signature Date and up to the end of the Project Term and,
in particular, during the bid process preceding the award of this
Agreement to Liquid Print House, is true, complete and accurate in all
material respects and Liquid Print House is not aware of any material
facts or circumstances not disclosed to the Company which would, if
disclosed, be likely to have an adverse effect on the Company’s decision
(acting reasonably) to award this Agreement to Liquid Print House;
4.1.4. the execution and performance of this Agreement does not and will
not contravene any provision of its constitutive documents as at the
Signature Date, or any order or other decision of any Responsible
Authority or arbitrator that is binding on Liquid Print House as at the
Signature Date;
4.1.5. no litigation, arbitration, investigation or administrative proceeding is
in progress as at the Signature Date or, to the best of the knowledge of
Liquid Print House as at the Signature Date, having made all reasonable
enquiries, threatened against it or to the best of its knowledge any of its
representatives, which is likely to have a material adverse effect on the
ability of Liquid Print House to undertake the Works;
4.1.6. Liquid Print House is not subject to any obligation, non-compliance
with which is likely to have a material adverse effect on its ability to
undertake the Works;
4.1.7. no proceedings or any other steps have been taken or, to the best of
the knowledge of Liquid Print House having made all reasonable
enquiries, threatened for the winding-up or liquidation (whether voluntary
or involuntary, provisional or final), judicial management (whether
provisional or final) or deregistration of Liquid Print House or any (or all)
of its representatives, or for the 4appointment
of 10 of a liquidator, judicial
manager or similar officer over it or over any of its assets;

First Party Second Party

 4.1.8. It will use due care and skill in carrying out its obligations under this
Agreement;
4.1.9. It is not a Restricted Enterprise.
4.1.10 Copyright shall automatically be assigned as follows:
4.1.10.1 MV will own the visual elements that have been created for this project
and Finished files will be handed virtually.
4.1.10.2 All elements of text, images, and data provided to MV are owned to MV.
5. Legal Regulations
Liquid Print House shall comply with the work standards agreed in the
Arab Republic of Egypt, the conventions on the freedom of association
and collective bargaining, the elimination of forced and compulsory labor,
the elimination of discrimination in connection with the employment and
occupation of labor power, and the elimination of child labor.
6. Liquid Print House ‘s OBLIGATIONS
6.1. General Obligations
6.1.1. Liquid Print House shall comply with all the laws and regulations
applicable in ARE, and shall make sure that its personnel, the
collaborators thereof, and its employees at local level shall comply with all
these laws and regulations, including the mandatory rules referring to the
work conditions and labor protection. Liquid Print House shall
compensate the Company for any complaints or legal actions resulted
from the infringement by Liquid Print House, its employees and their
collaborators of such laws and regulations.
6.1.2. Liquid Print House shall perform the services with the due care,
efficiency and diligence, according to the Good Industry Practice.
6.1.3. Liquid Print House shall treat all the documents and information
received in connection with the Agreement as private and confidential,
and shall not publish or disclose any aspect of the Agreement without the
prior written consent of the Company. In case any disagreements occur
with reference to the necessity of the publication or disclosure of any
information for the Agreement performance purposes, the Company’s
decision shall be decisive.
6.1.4. In case Liquid Print House is a joint venture made up of one or
several economic agents, the latter ones are obliged, jointly and
individually, to perform the Agreement conditions. The person appointed
by the joint venture to act in its name for the purposes of this Agreement
shall have the authority to commit the joint venture.
6.1.5. Any change to the joint venture structure without the Company’s prior
written consent shall be deemed as an Agreement infringement.
6.1.6. Liquid Print House enters into this Agreement with all responsibilities to
create a solid and coherent ad hoc campaign for MV. Building on the experience
and ability to perform the services required from Liquid Print House, Liquid
Print House agrees to serve the project to its maximum potential until it is
5 of 10
approved by MV – in a professional and timely manner.

First Party Second Party

 6.1.7. Liquid Print House will meet all deadlines set, but they cannot be held
responsible for missed deadlines if MV has been late in supplying materials or
delayed approvals.
6.1.8. Liquid Print House will maintain confidentiality of the project’s details and
any specific information given and researched along the process.
6.1.9. Indemnity and penalty will be applied if Liquid Print House uses any of our
material to anyone else or any competitors.
6.2. Code of Conduct
6.2.1. Liquid Print House shall always act in a loyal and impartial manner
for the Company, according to the rules and/or code of conduct of its
profession, as well as with the due discretion. Liquid Print House shall
refrain from making any public statements in connection with the
performed project or services, without the Company’s prior consent, as
well as from taking part in any activities running contrary to its contractual
obligations to the Company.
6.2.2. Throughout the Agreement performance, Liquid Print House and the
personnel employed by it shall observe the human rights and shall not
offend the political, cultural and religious practices prevailing in ARE.
6.2.3. In case Liquid Print House or its partners / representatives, personnel
or agents offer or agree to give or give to any person any bribe, gifts,
gratuities or commissions as incentive or reward for an action or inaction
in connection with this Agreement or any other Agreement concluded
with the Company, or in order to favor or disfavor any person connected
with this Agreement or any other Agreement with the Company, then the
Company may terminate such Agreement.
6.2.4. The payments to Liquid Print House stipulated in the Agreement shall
be the only source of income under the Agreement, and neither Liquid
Print House, nor its personnel shall accept any commission, discount,
indirect payment or other rewards in connection with, or in exchange for
their contractual obligations mentioned in this Agreement.
6.2.5. Liquid Print House shall not benefit, directly or indirectly, of any favor,
gratuity or commission in exchange of any article with copyrights used in
order to attain the Agreement or project objectives, without the
Company’s prior written approval.
6.2.6. Liquid Print House and its personnel shall keep confidential the
business secrets throughout the Agreement and after the termination
thereof. Consequently, except with the Company’s prior written approval,
neither Liquid Print House nor its personnel/partners/representatives
shall disclose to any person or entity any confidential information
provided to them or which came into their possession, or make public any
information resulted pursuant to the services performed. Moreover, they
shall not prejudice the Company, as a consequence of any information
provided to them or resulted pursuant to the studies, tests and research
6 of 10
performed during and for the Agreement performance.

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 6.2.7. The Agreement performance shall not entail any unusual commercial
expenditure. In case any such expenses would occur, the Agreement
shall be terminated. These unusual commercial expenses are
represented by commissions which are not mentioned in this Agreement
or in another correspondingly subordinated Agreement, commissions not
paid in exchange for an effective and legitimate service, commissions
transferred to a fiscal paradise, commissions paid to an unclearly
identifiable person or commissions paid to a company who, from all
evidence, appears to be a fictitious company.
6.2.8. Liquid Print House shall present to the Company, upon request, the
evidence indicating the conditions in which the Agreement is developed.
the Company may perform ad hoc inspections of any documents, as
deemed necessary, in order to seek evidence in any case of unusual
commercial expenditure.
6.3. Conflict of interests
6.3.1. Liquid Print House shall take all the necessary measures in order to
prevent or remove any situation, which may compromise the impartial
and objective development of the Agreement. The conflicts of interest
may occur pursuant to some financial interests, political or national
affinities or other relevant or joint interest connection. Any conflict of
interest which may arise during the Agreement performance should be
notified in writing to the Company within the shortest time possible.
6.3.2. The Company reserves the right to check out whether such
measures are adequate, and may request the taking of any additional
measures, if necessary. Liquid Print House shall ensure that its team,
including the management, is not involved in any situation, which may
generate a conflict of interest. Without prejudice to clause 6, Liquid Print
House shall replace at once, and without any compensation from the
Company, any member of its team who is exposed to such a situation.
6.3.3. Liquid Print House has to avoid any contact which may compromise
or its personnel’s independence. In case Liquid Print House cannot
maintain such independence, the Company may terminate the
Agreement at once, no official notice being required,
7. PERFORMANCE DELAYS
7.1. In case Liquid Print House fails to perform the services during the
performance period specified in the Agreement, the Company is entitled,
no prior notice being required and without prejudice to any other
sanctions under the Agreement, to terminate the Agreement in addition to
the aforementioned the Company shall have the right of a fair compensation.
8. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
8.1. All the reports and data such as video shoot, photoshoots, photos, videos,
pictures, maps, diagrams, drawings, specifications, plans, statistics,
calculations, databases, software applications
7 of 10 and support registrations
or materials obtained, compiled or prepared by Liquid Print House during

First Party Second Party

 the Agreement performance shall become the exclusive property of the
Company, except when otherwise stipulated. Until the Agreement
completion date, Liquid Print House shall
Provide to the Company all such documents and data to the Company, and
shall not use them for purposes not connected with the Agreement,
without the Company’s prior written approval.
8.2. Liquid Print House shall not publish any articles related to the
performed services and shall not make reference to them during the
performance of services to other beneficiaries, and shall not disclose the
information obtained from the Company, without the Company’s prior
written consent.
8.3. Any results or rights, including copyrights and other intellectual or
industrial property rights obtained under the Agreement shall become the
exclusive property of the Company, who may use, publish, assign or
transfer them at its discretion, without any geographic or other
restrictions, except for the case when the intellectual or industrial property
rights already exist.
9. Termination
This Agreement may be terminated as follows:
(A) Upon the mutual written agreement of the Parties.
(b) By either Party, effective immediately upon written notice to the other
Party (i) if any representation or warranty of the other Party set forth
herein was not true and correct in any material respect when made, or (ii)
if the other Party breaches any provision of this Agreement or of any of
the other Transaction Documents.
(C) The Company can terminate this Agreement at any time by serving a
notice of termination 30 days earlier to the date of termination it desires to
terminate in.
9.1. Effect
If an event described in Section 9(b) occurs then the non-breaching
Party shall have the right to consider this Agreement terminated on its
own without the need of a warning, notice, judicial ruling or to take any
judicial or non-judicial proceedings. In addition to the aforementioned the
non-breaching Party shall have the right to demand a compensation if it
deserves so.
10. Force Majeure:
Any event, crisis or state affairs, which has affected and was beyond the
reasonable control of either of the parties and which has made the
performance, fulfillment, conformance with or satisfaction of any
representation, warranty, covenant, undertaking or obligation herein
applicable to any of the parties, such as: hurricanes, typhoons, tornados
and other severe storms, floods, earthquakes, fires and explosions, acts
of war, revolutions, riots, strikes, terrorism
8 of 10 (including hijacking, sabotage,
bombing, murder, assault, or acts of terror), action or inaction of

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 governmental authorities or regulatory authority and the governmental
decrees.
11. Engagement:
Throughout the duration of the Term, as such term is defined in
paragraph 14 hereof, Liquid Print House shall provide to the Company,
on a non-exclusive basis, the Services, set forth and incorporated herein
Liquid Print House shall use its best efforts to perform the Services in a
manner satisfactory to Company.
12. Deliverables, Works and Services:
The Second Party shall provide the First Party with the following:
Service
Description Price Due date
Name

professional 500 Lagoon Park Brochure 225,150 LE

marketing 500 Club Park Brochure 196,650 LE
materials 500 Central Park Brochure 181,260 LE
production 130 Club & Central Masterplan 22,971 LE
and printing 130 Lagoon Masterplan & LM 22,971 LE
Services
Total: 649,002 LE

12.1 professional marketing materials production and printing Services for a total
amount of (649,002 EGP Only / Six Hundred Forty-Nine Thousand Two)
including VAT, such amount shall be paid as follows:
12.2 QUALITY:
It is the essence of this Agreement that all completed media and services
supplied by the Second Party shall be of applicable production standards and
shall be subject to the approval of the First Party. The Second Party agrees that
the media and services quality; artistically, photographically, sound, art,
animation, synchronization and other physical and aesthetic content shall be in
accordance with the directions of the First Party.
13. Agreement Price/Fees:
Liquid Print House shall fully perform all of Liquid Print House obligations
hereunder, in full consideration of all rights granted herein, Liquid Print
House will be paid in accordance with article 12 above.
14. Term and Termination:
Liquid Print House shall serve the Company from 21/02/2024 until
12/03/2024. This Agreement may be extended beyond its duration set out in this
clause, on such terms and conditions as may be agreed between the Parties in
writing.
15. Representations, Warranties and Indemnification:
A.Liquid Print House represents and warrants to Company that: (i) Liquid
Print House is under no contractual 9 ofor
10 other restrictions or obligations
which are inconsistent with the execution of this Agreement, or which will
First Party Second Party
 interfere with Liquid Print House’s performance of Liquid Print House
Services; and (ii) Liquid Print House s Services shall be performed in a
competent fashion in accordance with applicable standards of the
profession and all of Liquid Print House’s Services are subject to
approval by Company. Liquid Print House shall conduct Liquid Print
House’s services with the highest amount of professionalism and integrity.
B.Liquid Print House hereby indemnifies and holds harmless Company, its
subsidiaries, and affiliates, and their officers and employees, from any
damages, claims, liabilities, and costs (including reasonable attorney’s
fees), or losses of any kind or nature whatsoever which may in any way
arise from the Services performed by Liquid Print House hereunder, or
any breach or alleged breach by Liquid Print House of this Agreement,
including the representations, warranties and agreements set forth
herein.
16. NOTICES AND LEGAL SERVICE
The two Parties declares the validity of their addresses stated at the top
of this Agreement and that they consider such addresses as their
selected domicile. Each Party shall notify the other Party if he changes
that address, by a registered mail with acknowledgment receipt,
otherwise, all correspondences and notices that shall be sent to it on this
address, will be considered valid and shall lead to the effectiveness of all
legal consequences.
17. Additional Provisions:
A. Liquid Print House agrees that the Services will be rendered by Liquid
Print House as an independent contractor and that this Agreement does
not create an employer-employee relationship between Liquid Print
House and Company. Liquid Print House shall have no right to receive
any employee benefits including, but not limited to, health insurance, life
insurance, sick leave and/or vacation. Liquid Print House agrees to pay
all taxes including, self-employment taxes due in respect of the
Commission and to indemnify Company in the event Company is required
to pay such taxes on behalf of Liquid Print House
B.This Agreement constitutes the entire agreement between the parties
hereto with respect to the specific subject matter hereof and supersedes
all prior agreements or understandings of any kind with respect to the
specific subject matter hereof.
C. In the event that any provision or part of this Agreement
shall be deemed void or invalid by a court of competent jurisdiction, the
remaining provisions or parts shall be and remain in full force and effect.
D. Any modification to this Agreement must be in writing and
signed by the parties or it shall have no effect and shall be void.
E.The waiver by either party of a breach or violation of any provision of this
Agreement shall not constitute a waiver10 of of any subsequent or other
breach or violation.

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 F.This Agreement shall be executed in two counterparts, each of which
shall be deemed an original, but all of which together shall constitute a
single agreement.
G. It is agreed upon between the parties that in case of occurrence of any
dispute between both Parties of this Agreement, in respect of the
execution or interpretation of any of the Articles of the Agreement, Cairo
Courts shall be competent to resolve such dispute.
IN WITNESS WHERE OF the parties have duly executed this Agreement as of
the date first written above.
(First Party)
Name: Mr. Wael Mahmoud Lotfy.
Signature:
Title: The delegated member for development affairs and the chief marketing and
innovation officer/partner.
Date:
(Second Party)
Name: Mr. Karim Mohamed Wasfy
Signature:
Title: Merchant/Owner.

Date:

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First Party Second Party