Egypt does not currently have a single legislative framework entitled a “Software Contracts Law.” Instead, these agreements are governed by an overlapping body of rules, principally the general contractual provisions of the Civil Code, Intellectual Property Rights Protection Law No. 82 of 2002, Electronic Signature Regulation Law No. 15 of 2004, Anti-Cyber and Information Technology Crimes Law No. 175 of 2018, and Personal Data Protection Law No. 151 of 2020 and its Executive Regulations issued in 2025, in addition to sector-specific legislation that may apply to the client’s activities.
First: What Types of Technology and Software Contracts Are There?
The drafting of the contract differs according to the technology model being used. The most common forms include:
- Software Licensing: The client is granted the right to use existing software within a scope, number of users, duration, and conditions specified in the agreement, while the intellectual property rights in the software remain with the supplier or rights holder.
- Software Development Agreement: The developer undertakes to create a system or application in accordance with requirements and specifications determined by the client.
- SaaS Agreements: The client obtains the right to access the software over the internet, generally without receiving an independent executable copy of it.
- Maintenance and Technical Support Agreements: These regulate defect correction, updates, support, and response levels.
- Hosting and Cloud Computing Agreements: These relate to hosting systems, data, and infrastructure with the service provider or a third-party cloud provider.
- Technology Implementation and Integration Agreements: These include system installation, integration with the client’s systems or external systems, and migration of legacy data.
It is a mistake to use a single contract template for all of these scenarios because the allocation of risk in a bespoke software development agreement differs fundamentally from that in a subscription agreement for an existing SaaS platform.
Second: The Difference Between Traditional Licensing and SaaS
Under a traditional license, the client may receive a copy of the software to be installed on its devices or servers, whereas the SaaS model generally involves providing the software as a service hosted by the supplier or a cloud service provider.
Issues such as service availability, data storage location, backups, cybersecurity, business continuity, and data migration upon termination therefore become more important in SaaS agreements.
However, it is not accurate to state that the SaaS provider bears “full liability” for every outage or security incident. Responsibilities are allocated according to the cause of the event and the obligations of each party. The client may, for example, be responsible for managing user accounts, passwords, and access permissions, while the supplier may be responsible for protecting the infrastructure under its control.
Third: Defining the Scope of Services and Technical Requirements
Ambiguity in the scope of work is one of the most common causes of technology disputes. Accordingly, the agreement or one of its schedules should specify at least:
- The services and functions the system will provide.
- The required technical specifications and integrations.
- The number of users, branches, or environments permitted.
- The implementation schedule and project milestones.
- Each party’s responsibilities for providing data and access to systems.
- The additions included in the price and the work treated as a separate Change Request.
For custom development projects, it is preferable to attach a clear requirements document such as a Scope of Work or Software Requirements Specification, because broad statements such as “development of an integrated system” are not sufficient by themselves to determine whether the supplier has fulfilled its obligations.
Fourth: Acceptance and Testing in Software Development Agreements
One of the most serious weaknesses in development agreements is the absence of a clear mechanism for accepting the system.
The agreement should preferably specify:
- Acceptance Testing.
- The criteria upon which the project will be considered accepted.
- The period available to the client to review each phase.
- The procedure for reporting defects.
- The distinction between a material defect and a minor observation.
- The period for correcting defects and retesting.
- When final acceptance occurs and the corresponding payment becomes due.
Without such a mechanism, the supplier may consider the system delivered while the client considers it still unfit for use, turning the matter into a complex technical and evidentiary dispute.
Fifth: Ownership of Software and Source Code
Computer software in Egypt is protected by copyright under Intellectual Property Rights Protection Law No. 82 of 2002. The Information Technology Industry Development Agency “ITIDA” also has responsibilities relating to the deposit and registration of computer software and databases and the registration of certain transactions and licenses concerning them.
In development agreements, intellectual property ownership should not be left unregulated. The agreement should determine whether the client will receive:
- Full ownership of the software developed specifically for it; or
- A perpetual license to use it; or
- A license limited by duration or number of users; or
- Ownership of specified components while the developer retains ownership of its pre-existing tools and platforms.
A distinction should also be made between code specifically developed by the supplier for the project and libraries, tools, and software existing before the agreement as Background IP, as well as open-source components.
If the continuity of the client’s business materially depends on the supplier, it may be appropriate to agree on delivery of the source code or to use a Source Code Escrow arrangement, depending on the nature of the project.
Sixth: Ownership of Data Is Not the Same as Ownership of the Software
In SaaS services, intellectual property rights in the software should be clearly distinguished from the client’s rights in the data it places within the system.
It is preferable to define “Client Data” in the agreement and provide that the client retains its rights in such data and that the supplier may not use it outside the scope of providing the service or for other agreed purposes that are lawful.
However, it is not accurate to state in absolute terms that the client owns “all data generated by the system.” The supplier may generate operational logs, performance metrics, technical data, or aggregated statistics that do not contain personal data and do not reveal the client’s confidential information.
The agreement should therefore distinguish between:
- The client’s original data.
- Personal data being processed.
- System and security logs.
- Derived data or aggregated and anonymized statistics.
Seventh: The Personal Data Protection Law and Its Effect on Software Contracts
If the system processes data relating to natural persons, Personal Data Protection Law No. 151 of 2020 becomes a central element of the contractual framework.
This area became even more significant following the issuance of the Executive Regulations under Minister of Communications and Information Technology Decree No. 816 of 2025, which established detailed rules governing processing and security, Data Protection Officers, cross-border data transfers, licenses, and permits.
In a SaaS agreement, it should be determined whether the client is the data controller and the supplier is the processor acting on the client’s behalf, or whether the supplier acts as an independent controller for certain categories of processing.
These roles affect the responsibilities of each party and should not be assigned by title alone, but according to the actual role performed by each party.
Eighth: Is Consent the Only Legal Basis for Processing Data?
The agreement should not be drafted on the assumption that every processing activity always requires separate consent from the data subject.
The law prohibits the collection, processing, or disclosure of personal data except with the express consent of the person concerned or in cases permitted by law.
Different rules also apply to sensitive personal data and children’s data, which are subject to a higher level of protection and additional safeguards.
In practice, the agreement should define the purposes and duration of processing, the categories of data involved, the persons permitted to access it, and what happens to the data after the relationship ends.
Ninth: Data Processing Agreement (DPA)
Where the supplier processes personal data on behalf of the client, it is preferable to have a separate Data Processing Agreement.
Its key provisions should include:
- The nature and purposes of the processing.
- The categories of data and data subjects.
- The client’s instructions to the supplier.
- Confidentiality and security measures.
- Management of data subject requests.
- Contractors and sub-processors.
- Data incidents and breaches.
- Transfers of data outside Egypt.
- Deletion or return of data upon termination.
- Audit rights and mechanisms for verifying compliance.
Tenth: Reporting Data Breaches
This matter became more precisely regulated following the issuance of the Executive Regulations to the Personal Data Protection Law.
In cases involving a breach or violation of personal data, there are obligations to notify the Personal Data Protection Center within the legally prescribed periods, which currently include notification within 72 hours of becoming aware of the breach or violation, together with additional notification requirements in certain cases.
Accordingly, if the supplier is likely to be the first party capable of detecting the breach, the agreement should require it to notify the client within a period substantially shorter than the statutory limit, such as immediately or within a limited number of hours, enabling the client to assess the incident and comply with its regulatory obligations.
A general provision stating merely that “appropriate measures will be taken in the event of a breach” is insufficient.
Eleventh: Hosting Data Outside Egypt
Many SaaS applications rely on global service providers, and servers or backup copies may be located outside Egypt.
This issue became particularly significant following the issuance of the Executive Regulations to the Personal Data Protection Law, which regulate licenses and permits for cross-border transfers of personal data and require identification of the destination of the transfer, the nature of the data, storage locations, protection measures, and the purpose of the transfer.
Before signing the agreement, it is therefore necessary to identify:
- The country or countries in which the data will be stored.
- The cloud service provider being used.
- Whether backup copies are stored in other countries.
- The sub-processors that may access the data.
- Whether the transfers require a license or permit under the law and Executive Regulations.
It is inappropriate to leave the supplier free to transfer data to any country or any sub-processor without contractual controls.
Twelfth: Processors and Subcontractors
The supplier may contract with Amazon Web Services, Microsoft Azure, Google Cloud, or providers of support, email delivery, or data analytics services.
The agreement should therefore regulate the use of Sub-processors, including:
- Whether the supplier is entitled to use them.
- Notification of the client when a new processor is added.
- Requiring the sub-processor to comply with protection standards no less stringent than those imposed on the supplier.
- The supplier remaining contractually responsible to the client for functions entrusted to third parties, within the agreed limits and as permitted by law.
Thirteenth: Service Level Agreement (SLA)
The SLA is one of the most important schedules to SaaS and hosting agreements and should contain measurable obligations rather than merely a commitment to provide the “best level of service.”
Provisions that should preferably be regulated include:
- Uptime percentage.
- The method of calculating it.
- Planned maintenance periods and whether they are excluded from the calculation.
- Severity levels for incidents.
- Response time for each severity level.
- Target restoration or resolution time.
- Support channels and working hours.
- Service Credits or fee reductions in the event of failure.
- The client’s right to terminate in the event of repeated material failures.
It is important that Service Credits not constitute the sole remedy in every circumstance where a failure causes serious harm or a material breach of the agreement, unless the parties expressly agree to regulate liability differently within the limits permitted by law.
Fourteenth: Backups and Business Continuity
A statement that “a daily Backup will be performed” is not sufficient by itself.
The agreement should specify:
- The frequency of backups.
- The retention period.
- The location in which backups are stored.
- Backup restoration testing.
- Recovery Point Objective (RPO).
- Recovery Time Objective (RTO).
- The Disaster Recovery plan.
These provisions become particularly important in sectors that cannot tolerate data loss or extended system downtime.
Fifteenth: Information Security
The agreement should specify the minimum security measures with which the supplier must comply, having regard to the nature and risks of the system, such as:
- Encryption of data in transit and at rest where required.
- Access rights management.
- Multi-factor authentication where appropriate.
- Security logging and monitoring.
- Vulnerability management and security updates.
- Appropriate penetration testing.
- Incident response procedures.
- Protection of backup copies.
Anti-Cyber and Information Technology Crimes Law No. 175 of 2018 and other regulatory and security rules that may apply depending on the nature of the service must also be taken into account.
Sixteenth: Exit Plan and Termination
Entering a SaaS platform may be easy, but exiting it is often the part that reveals the quality of the agreement.
The agreement should specify from the outset:
- The client’s right to export its data.
- The format in which the data will be delivered.
- The period during which export remains available after termination.
- The cost of migration services, if any.
- The supplier’s assistance in migrating the system to another provider.
- The date on which remaining copies will be deleted after the specified legal or contractual retention period.
- The mechanism for confirming deletion.
The exit plan is not a secondary provision, but a means of preventing Vendor Lock-in and ensuring continuity of the client’s business.
Seventeenth: Limitation of Liability and Indemnification
Technology agreements commonly include a Liability Cap, but it must be drafted carefully.
The parties may, for example, agree on a cap equivalent to the fees paid during a specified period, while excluding certain more serious breaches depending on the nature of the transaction, such as:
- Infringement of intellectual property rights.
- Breach of confidentiality.
- Serious breaches of data protection obligations.
- Fraud or gross negligence where exclusion of liability is not legally permissible.
There is no single formula suitable for every agreement. A liability cap that may be acceptable for a simple subscription is not necessarily appropriate for a banking or medical system or a platform managing the data of millions of customers.
Eighteenth: Electronic Signatures and Technology Contracts
Law No. 15 of 2004 regulates electronic signatures and electronic records, while the Information Technology Industry Development Agency regulates the electronic signature framework in Egypt.
The law and the amended Executive Regulations recognize mechanisms that confer legal evidentiary effect on electronic records and signatures where the prescribed technical and legal requirements are satisfied.
Accordingly, many technology contracts may be concluded electronically. However, a distinction should be made between merely clicking an “I Agree” button or entering a name on a platform and a legally regulated electronic signature that satisfies the prescribed technical and legal evidentiary requirements.
For high-value or sensitive agreements, it is preferable to select a method of signature and proof appropriate to the expected level of risk.
Nineteenth: Key Provisions That Should Be Included in a Technology Agreement
- Definition and scope of the service.
- Fees and invoicing mechanism.
- Implementation schedule and acceptance.
- Ownership of software and source code.
- The client’s rights in its data.
- Personal data protection.
- Confidentiality and information security.
- Processing and hosting outside Egypt.
- SLA, support, and maintenance.
- Backups and disaster recovery.
- Training and knowledge transfer where required.
- Change Management.
- Warranties relating to intellectual property and open-source software.
- Limitation of liability and indemnification.
- Term, renewal, and termination.
- Exit plan and data retrieval.
- Governing law and dispute resolution mechanism.
Technology Contracts After the 2025 Executive Regulations to the Personal Data Protection Law
The issuance of the Executive Regulations to the Personal Data Protection Law in November 2025 represents an important development for software and cloud agreements in Egypt because it transformed many of the general obligations under the Law into more detailed implementation requirements, particularly in relation to licensing, data security, Data Protection Officers, breach notification, and transfers of data outside Egypt.
By 2026, companies are in a practical phase of regularizing their status in accordance with these requirements, and the one-year transitional period is approaching its end in the autumn of 2026. Reviewing SaaS agreements, hosting arrangements, and Data Processing Agreements is therefore no longer merely a matter of contractual improvement, but has become a direct part of the company’s legal compliance program.
Conclusion
A well-drafted technology agreement does not merely determine the price and subscription term. It allocates legal and technical risks from the implementation stage through to the day on which the relationship between the parties ends.
Software agreements in Egypt today require coordination between contract law, intellectual property, data protection, cybersecurity, and electronic signature rules, together with a genuine understanding of how the underlying technology system operates.
The agreement should therefore reflect the actual operating model: Where is the data located? Who can access it? Who owns the code? What happens when the service fails? Who is responsible for breach notification? And how does the client retrieve its data if it decides to migrate to another provider? Precise answers to these questions within the agreement significantly reduce the likelihood of disputes and protect business continuity.
The Office of Dr. Mostafa El Rouby – Attorneys and Legal Consultants provides legal support to technology companies in drafting and reviewing software agreements, SaaS agreements, Data Processing Agreements, and other contracts associated with digital business, with the aim of balancing operational requirements with compliance with the relevant Egyptian legislation.
Technology and Software Contracts in Egypt
Software and technology contracts have become fundamental agreements in the operations of Egyptian companies, whether they relate to the development of custom software, licensing of off-the-shelf software, subscription to a cloud-based Software as a Service (SaaS) solution, or the management of infrastructure, systems, and data.
Egypt does not currently have a single legislative framework entitled a “Software Contracts Law.” Instead, these agreements are governed by an overlapping body of rules, principally the general contractual provisions of the Civil Code, Intellectual Property Rights Protection Law No. 82 of 2002, Electronic Signature Regulation Law No. 15 of 2004, Anti-Cyber and Information Technology Crimes Law No. 175 of 2018, and Personal Data Protection Law No. 151 of 2020 and its Executive Regulations issued in 2025, in addition to sector-specific legislation that may apply to the client’s activities.
First: What Types of Technology and Software Contracts Are There?
The drafting of the contract differs according to the technology model being used. The most common forms include:
- Software Licensing: The client is granted the right to use existing software within a scope, number of users, duration, and conditions specified in the agreement, while the intellectual property rights in the software remain with the supplier or rights holder.
- Software Development Agreement: The developer undertakes to create a system or application in accordance with requirements and specifications determined by the client.
- SaaS Agreements: The client obtains the right to access the software over the internet, generally without receiving an independent executable copy of it.
- Maintenance and Technical Support Agreements: These regulate defect correction, updates, support, and response levels.
- Hosting and Cloud Computing Agreements: These relate to hosting systems, data, and infrastructure with the service provider or a third-party cloud provider.
- Technology Implementation and Integration Agreements: These include system installation, integration with the client’s systems or external systems, and migration of legacy data.
It is a mistake to use a single contract template for all of these scenarios because the allocation of risk in a bespoke software development agreement differs fundamentally from that in a subscription agreement for an existing SaaS platform.
Second: The Difference Between Traditional Licensing and SaaS
Under a traditional license, the client may receive a copy of the software to be installed on its devices or servers, whereas the SaaS model generally involves providing the software as a service hosted by the supplier or a cloud service provider.
Issues such as service availability, data storage location, backups, cybersecurity, business continuity, and data migration upon termination therefore become more important in SaaS agreements.
However, it is not accurate to state that the SaaS provider bears “full liability” for every outage or security incident. Responsibilities are allocated according to the cause of the event and the obligations of each party. The client may, for example, be responsible for managing user accounts, passwords, and access permissions, while the supplier may be responsible for protecting the infrastructure under its control.
Third: Defining the Scope of Services and Technical Requirements
Ambiguity in the scope of work is one of the most common causes of technology disputes. Accordingly, the agreement or one of its schedules should specify at least:
- The services and functions the system will provide.
- The required technical specifications and integrations.
- The number of users, branches, or environments permitted.
- The implementation schedule and project milestones.
- Each party’s responsibilities for providing data and access to systems.
- The additions included in the price and the work treated as a separate Change Request.
For custom development projects, it is preferable to attach a clear requirements document such as a Scope of Work or Software Requirements Specification, because broad statements such as “development of an integrated system” are not sufficient by themselves to determine whether the supplier has fulfilled its obligations.
Fourth: Acceptance and Testing in Software Development Agreements
One of the most serious weaknesses in development agreements is the absence of a clear mechanism for accepting the system.
The agreement should preferably specify:
- Acceptance Testing.
- The criteria upon which the project will be considered accepted.
- The period available to the client to review each phase.
- The procedure for reporting defects.
- The distinction between a material defect and a minor observation.
- The period for correcting defects and retesting.
- When final acceptance occurs and the corresponding payment becomes due.
Without such a mechanism, the supplier may consider the system delivered while the client considers it still unfit for use, turning the matter into a complex technical and evidentiary dispute.
Fifth: Ownership of Software and Source Code
Computer software in Egypt is protected by copyright under Intellectual Property Rights Protection Law No. 82 of 2002. The Information Technology Industry Development Agency “ITIDA” also has responsibilities relating to the deposit and registration of computer software and databases and the registration of certain transactions and licenses concerning them.
In development agreements, intellectual property ownership should not be left unregulated. The agreement should determine whether the client will receive:
- Full ownership of the software developed specifically for it; or
- A perpetual license to use it; or
- A license limited by duration or number of users; or
- Ownership of specified components while the developer retains ownership of its pre-existing tools and platforms.
A distinction should also be made between code specifically developed by the supplier for the project and libraries, tools, and software existing before the agreement as Background IP, as well as open-source components.
If the continuity of the client’s business materially depends on the supplier, it may be appropriate to agree on delivery of the source code or to use a Source Code Escrow arrangement, depending on the nature of the project.
Sixth: Ownership of Data Is Not the Same as Ownership of the Software
In SaaS services, intellectual property rights in the software should be clearly distinguished from the client’s rights in the data it places within the system.
It is preferable to define “Client Data” in the agreement and provide that the client retains its rights in such data and that the supplier may not use it outside the scope of providing the service or for other agreed purposes that are lawful.
However, it is not accurate to state in absolute terms that the client owns “all data generated by the system.” The supplier may generate operational logs, performance metrics, technical data, or aggregated statistics that do not contain personal data and do not reveal the client’s confidential information.
The agreement should therefore distinguish between:
- The client’s original data.
- Personal data being processed.
- System and security logs.
- Derived data or aggregated and anonymized statistics.
Seventh: The Personal Data Protection Law and Its Effect on Software Contracts
If the system processes data relating to natural persons, Personal Data Protection Law No. 151 of 2020 becomes a central element of the contractual framework.
This area became even more significant following the issuance of the Executive Regulations under Minister of Communications and Information Technology Decree No. 816 of 2025, which established detailed rules governing processing and security, Data Protection Officers, cross-border data transfers, licenses, and permits.
In a SaaS agreement, it should be determined whether the client is the data controller and the supplier is the processor acting on the client’s behalf, or whether the supplier acts as an independent controller for certain categories of processing.
These roles affect the responsibilities of each party and should not be assigned by title alone, but according to the actual role performed by each party.
Eighth: Is Consent the Only Legal Basis for Processing Data?
The agreement should not be drafted on the assumption that every processing activity always requires separate consent from the data subject.
The law prohibits the collection, processing, or disclosure of personal data except with the express consent of the person concerned or in cases permitted by law.
Different rules also apply to sensitive personal data and children’s data, which are subject to a higher level of protection and additional safeguards.
In practice, the agreement should define the purposes and duration of processing, the categories of data involved, the persons permitted to access it, and what happens to the data after the relationship ends.
Ninth: Data Processing Agreement (DPA)
Where the supplier processes personal data on behalf of the client, it is preferable to have a separate Data Processing Agreement.
Its key provisions should include:
- The nature and purposes of the processing.
- The categories of data and data subjects.
- The client’s instructions to the supplier.
- Confidentiality and security measures.
- Management of data subject requests.
- Contractors and sub-processors.
- Data incidents and breaches.
- Transfers of data outside Egypt.
- Deletion or return of data upon termination.
- Audit rights and mechanisms for verifying compliance.
Tenth: Reporting Data Breaches
This matter became more precisely regulated following the issuance of the Executive Regulations to the Personal Data Protection Law.
In cases involving a breach or violation of personal data, there are obligations to notify the Personal Data Protection Center within the legally prescribed periods, which currently include notification within 72 hours of becoming aware of the breach or violation, together with additional notification requirements in certain cases.
Accordingly, if the supplier is likely to be the first party capable of detecting the breach, the agreement should require it to notify the client within a period substantially shorter than the statutory limit, such as immediately or within a limited number of hours, enabling the client to assess the incident and comply with its regulatory obligations.
A general provision stating merely that “appropriate measures will be taken in the event of a breach” is insufficient.
Eleventh: Hosting Data Outside Egypt
Many SaaS applications rely on global service providers, and servers or backup copies may be located outside Egypt.
This issue became particularly significant following the issuance of the Executive Regulations to the Personal Data Protection Law, which regulate licenses and permits for cross-border transfers of personal data and require identification of the destination of the transfer, the nature of the data, storage locations, protection measures, and the purpose of the transfer.
Before signing the agreement, it is therefore necessary to identify:
- The country or countries in which the data will be stored.
- The cloud service provider being used.
- Whether backup copies are stored in other countries.
- The sub-processors that may access the data.
- Whether the transfers require a license or permit under the law and Executive Regulations.
It is inappropriate to leave the supplier free to transfer data to any country or any sub-processor without contractual controls.
Twelfth: Processors and Subcontractors
The supplier may contract with Amazon Web Services, Microsoft Azure, Google Cloud, or providers of support, email delivery, or data analytics services.
The agreement should therefore regulate the use of Sub-processors, including:
- Whether the supplier is entitled to use them.
- Notification of the client when a new processor is added.
- Requiring the sub-processor to comply with protection standards no less stringent than those imposed on the supplier.
- The supplier remaining contractually responsible to the client for functions entrusted to third parties, within the agreed limits and as permitted by law.
Thirteenth: Service Level Agreement (SLA)
The SLA is one of the most important schedules to SaaS and hosting agreements and should contain measurable obligations rather than merely a commitment to provide the “best level of service.”
Provisions that should preferably be regulated include:
- Uptime percentage.
- The method of calculating it.
- Planned maintenance periods and whether they are excluded from the calculation.
- Severity levels for incidents.
- Response time for each severity level.
- Target restoration or resolution time.
- Support channels and working hours.
- Service Credits or fee reductions in the event of failure.
- The client’s right to terminate in the event of repeated material failures.
It is important that Service Credits not constitute the sole remedy in every circumstance where a failure causes serious harm or a material breach of the agreement, unless the parties expressly agree to regulate liability differently within the limits permitted by law.
Fourteenth: Backups and Business Continuity
A statement that “a daily Backup will be performed” is not sufficient by itself.
The agreement should specify:
- The frequency of backups.
- The retention period.
- The location in which backups are stored.
- Backup restoration testing.
- Recovery Point Objective (RPO).
- Recovery Time Objective (RTO).
- The Disaster Recovery plan.
These provisions become particularly important in sectors that cannot tolerate data loss or extended system downtime.
Fifteenth: Information Security
The agreement should specify the minimum security measures with which the supplier must comply, having regard to the nature and risks of the system, such as:
- Encryption of data in transit and at rest where required.
- Access rights management.
- Multi-factor authentication where appropriate.
- Security logging and monitoring.
- Vulnerability management and security updates.
- Appropriate penetration testing.
- Incident response procedures.
- Protection of backup copies.
Anti-Cyber and Information Technology Crimes Law No. 175 of 2018 and other regulatory and security rules that may apply depending on the nature of the service must also be taken into account.
Sixteenth: Exit Plan and Termination
Entering a SaaS platform may be easy, but exiting it is often the part that reveals the quality of the agreement.
The agreement should specify from the outset:
- The client’s right to export its data.
- The format in which the data will be delivered.
- The period during which export remains available after termination.
- The cost of migration services, if any.
- The supplier’s assistance in migrating the system to another provider.
- The date on which remaining copies will be deleted after the specified legal or contractual retention period.
- The mechanism for confirming deletion.
The exit plan is not a secondary provision, but a means of preventing Vendor Lock-in and ensuring continuity of the client’s business.
Seventeenth: Limitation of Liability and Indemnification
Technology agreements commonly include a Liability Cap, but it must be drafted carefully.
The parties may, for example, agree on a cap equivalent to the fees paid during a specified period, while excluding certain more serious breaches depending on the nature of the transaction, such as:
- Infringement of intellectual property rights.
- Breach of confidentiality.
- Serious breaches of data protection obligations.
- Fraud or gross negligence where exclusion of liability is not legally permissible.
There is no single formula suitable for every agreement. A liability cap that may be acceptable for a simple subscription is not necessarily appropriate for a banking or medical system or a platform managing the data of millions of customers.
Eighteenth: Electronic Signatures and Technology Contracts
Law No. 15 of 2004 regulates electronic signatures and electronic records, while the Information Technology Industry Development Agency regulates the electronic signature framework in Egypt.
The law and the amended Executive Regulations recognize mechanisms that confer legal evidentiary effect on electronic records and signatures where the prescribed technical and legal requirements are satisfied.
Accordingly, many technology contracts may be concluded electronically. However, a distinction should be made between merely clicking an “I Agree” button or entering a name on a platform and a legally regulated electronic signature that satisfies the prescribed technical and legal evidentiary requirements.
For high-value or sensitive agreements, it is preferable to select a method of signature and proof appropriate to the expected level of risk.
Nineteenth: Key Provisions That Should Be Included in a Technology Agreement
- Definition and scope of the service.
- Fees and invoicing mechanism.
- Implementation schedule and acceptance.
- Ownership of software and source code.
- The client’s rights in its data.
- Personal data protection.
- Confidentiality and information security.
- Processing and hosting outside Egypt.
- SLA, support, and maintenance.
- Backups and disaster recovery.
- Training and knowledge transfer where required.
- Change Management.
- Warranties relating to intellectual property and open-source software.
- Limitation of liability and indemnification.
- Term, renewal, and termination.
- Exit plan and data retrieval.
- Governing law and dispute resolution mechanism.
Technology Contracts After the 2025 Executive Regulations to the Personal Data Protection Law
The issuance of the Executive Regulations to the Personal Data Protection Law in November 2025 represents an important development for software and cloud agreements in Egypt because it transformed many of the general obligations under the Law into more detailed implementation requirements, particularly in relation to licensing, data security, Data Protection Officers, breach notification, and transfers of data outside Egypt.
By 2026, companies are in a practical phase of regularizing their status in accordance with these requirements, and the one-year transitional period is approaching its end in the autumn of 2026. Reviewing SaaS agreements, hosting arrangements, and Data Processing Agreements is therefore no longer merely a matter of contractual improvement, but has become a direct part of the company’s legal compliance program.
Conclusion
A well-drafted technology agreement does not merely determine the price and subscription term. It allocates legal and technical risks from the implementation stage through to the day on which the relationship between the parties ends.
Software agreements in Egypt today require coordination between contract law, intellectual property, data protection, cybersecurity, and electronic signature rules, together with a genuine understanding of how the underlying technology system operates.
The agreement should therefore reflect the actual operating model: Where is the data located? Who can access it? Who owns the code? What happens when the service fails? Who is responsible for breach notification? And how does the client retrieve its data if it decides to migrate to another provider? Precise answers to these questions within the agreement significantly reduce the likelihood of disputes and protect business continuity.
The Office of Dr. Mostafa El Rouby – Attorneys and Legal Consultants provides legal support to technology companies in drafting and reviewing software agreements, SaaS agreements, Data Processing Agreements, and other contracts associated with digital business, with the aim of balancing operational requirements with compliance with the relevant Egyptian legislation.