GENERAL CONFIDENTIALITY AGREEMENT
1. Purpose:
Parties will be able to share some of their Confidential Information with each other in the statements they will make to each other during all negotiations to be used by the parties if needed.
This Agreement has been drawn up in order to determine the exchange method of confidential information that the Parties will disclose to each other during their work during their negotiations, and to determine the rights and obligations for the protection of Confidential Information opened by one party to the other.
This Agreement does not oblige the Parties to open/give any documents and/or information to each other.
2. Definition and Scope of Confidential Information:
“Confidential Information” that can be exchanged between the Parties for the purpose specified in Article 1 of this agreement means all of the information of the Party owning them, in the nature of trade secrets and/or under their ownership; These include, without limitation, design information, technical information, trade secrets, ideas and inventions, projects, drawings, models, software programs, algorithms, software modules, program source codes, technical specifications, product plans and technologies, software user manuals, marketing information, customer lists, estimates and evaluations, financial reports, contract terms, records and all information and materials related to the business of the Party in question, to …………. itself, its shareholders. All kinds of products, goods and services, the method used to obtain them, trade secrets, all kinds of formulas, know-how, patents, inventions, designs, customer lists, budget, business development, marketing and pricing plans and strategies and all similar information.
Information with a degree of confidentiality that is explained verbally, visually, with examples or models (not in writing) and/or confidential information that can be obtained by examining, testing and using similar methods of projects, drawings, devices or components that may be given to the other Party by the Party that opened the information. such “Confidential Information” and will be treated under this Agreement.
If the information that has been opened orally, when the Party that opened this information opens the information, it clearly states that this information given orally is Confidential Information and if it notifies the other Party in writing within 10 (ten) days after opening the information, the information given to the other party orally is Confidential Information. will be treated as Informations; It will be protected and used as Confidential Information.
3. Terms of Use of Confidential Information:
The party receiving the confidential information accepts, declares and accepts to comply with the following articles for the protection and use of the Confidential Information, for an indefinite period from the date of termination or expiration, during the term of this Agreement and in the event that the Agreement is terminated in accordance with Article 8 below or its validity period expires. commits to:
a) To use Confidential Information only for the purpose for which it was given by the other Party,
b) Disclosure of Confidential Information to its own personnel according to the “need-to-know” principle, provided that they are relevant to the subject.
by ensuring that they comply with the terms of this Agreement,
c) To show the utmost care for the Confidential Information of the party who opened the confidential information, at least to protect the Confidential Information belonging to him and equally important,
d) Not to disclose Confidential Information to third parties, including its shareholders, affiliates and subsidiaries, without the written consent of the Party who disclosed the Confidential Information,
e) Not to copy or reproduce Confidential Information, in whole or in part, in any way, except as necessary to fulfill the purposes of this Agreement; if it has been copied or reproduced in whole or in part for the purpose of this Agreement, to put on the copied or reproduced copies a restrictive phrase equivalent to that on the original text,
f) To ensure that the organization, subcontractor or other third parties to whom Confidential Information is transferred, if required in accordance with the purpose of this Agreement, are subject to the same restrictions regarding the storage and disclosure of Confidential Information.
4. Non-Confidential Information:
The Party receiving the Confidential Information shall have no responsibility or liability as set forth under Article 4 with respect to any Confidential Information that:
a) If the Confidential Information is known to the Party receiving the Confidential Information at the time of receipt and this can be proven by evidence(s),
b) If it has been independently developed by the personnel of the Party receiving the Confidential Information who are not aware of this Confidential Information and this can be proven by evidence(s),
c) If it is known to the public at that time or if it is disclosed to the public later without any fault of the Party receiving the Confidential Information,
d) Without similar restrictions and without violating this Agreement, all necessary inquiries from a third party that the third party is not under an obligation not to disclose Confidential Information
and if they have been legally taken after the examinations have been carried out and this can be proven by evidence(s),
e) If it is necessary to disclose the Confidential Information to the Government of the Party receiving the Confidential Information within the framework of the law, by informing the Party that disclosed the Confidential Information in writing in advance,
f) Their publication or use is approved with the written consent of the Party that opened the information.
5. Ownership of Confidential Information:
Each party accepts that confidential information and rights in this information are its own property and that this information does not give any rights or ownership rights to the disclosing party.
Nothing within the scope of this agreement can be interpreted as granting the Parties a special right/license to use the other party’s Confidential Information in the nature of software/information/work/product, which is protected in accordance with the intellectual and industrial rights legislation or other legislation. The parties can obtain such usage rights only through other agreements independent of this agreement.
6. State of Irresponsibility:
Any direct, indirect, special, incidental or consequential damage, loss of profit or any other damage to the device, tools, equipment, personnel and/or third parties of the using Party, due to any error or defect in the Confidential Information opened by one party to the other party under this Agreement. The Party that opened the information will not be held responsible for any loss.
7. Breach of Contract:
7.1 In the event that the Parties violate any of their obligations under this Agreement and in particular regarding the protection of Confidential Information obtained pursuant to this Agreement, the violating Party shall be liable to compensate for the loss or damage awarded by the Court. Also;
a) In the event that Confidential Information is disclosed or used, the Party shall endeavor to prevent further disclosure or use.
b) The Receiving Party shall promptly notify the Party providing the confidential information of the current conditions and implement all corrective measures requested by the Party providing the confidential information.
7.2 The failure of one of the parties to exercise or postpone a right or power arising from any violation of this Agreement does not mean that he has waived any of his rights in this Agreement or does not prevent the further exercise of this right or the exercise of other rights and powers in case of subsequent violations.
8. Term of Contract
Unless extended by written agreement of the Parties, this Agreement shall remain in effect for one (1) year from the date of signature and shall become invalid at the end of its term without any further notice.
However, each Party may terminate this Agreement before the expiration date by giving 30 (thirty) calendar days’ written notice to the other Party. If the contract is terminated for any reason, the obligations of the parties regarding confidentiality will continue indefinitely.
If this Agreement is terminated or terminated as set forth herein, copies of all information and documents belonging to the Party that opened the information and held by the other Party will be returned or destroyed at the request of the Party that opened the information.
9. Settlement of Disputes:
The laws of the Republic of Turkey will apply in all disputes that may arise from the interpretation and execution of this Agreement, and Istanbul Çağlayan Courts and Enforcement Offices will be exclusively authorized to handle disputes.
10. Costs:
The Parties agree not to claim from the other Party the expenses that may be required for the works to be performed under this Agreement.
11. Entire Agreement and Amendment:
The above articles constitute the entire Agreement between the Parties and supersede any verbal or written agreements, commitments, and understandings regarding the subject of this Agreement.
Changes to this Agreement can only be made with the written agreement of the Parties.
12. Separability of Substances:
If one or more of the provisions of this Agreement are declared invalid, illegal and unenforceable under any law or regulation, the validity, legality and enforceability of the remaining provisions will not be affected or damaged in any way.
13. Transfer Prohibition:
This Agreement and/or none of the rights and obligations attached thereto may not be transferred or assigned to any other third party without the prior written consent of the other Party.
14. Business Relationship:
This Agreement does not impose any rights and obligations on the Parties, except for the provisions described herein; It cannot be interpreted as that it aims to establish a partnership or another official business for the parties, and that another contract will be made in the future.
15. Notification addresses:
All kinds of notifications, requests, requests and other notifications that are required or allowed to be given in accordance with this Agreement are prepared in Turkish in written form and delivered to the other Party via registered mail or notary public. Notifications belong to the Parties specified on the first page of the Agreement.made to the addresses. Changes in these addresses are notified to the other party in writing. The addresses in question are the legal residences of the Parties, and the notifications to these addresses are deemed to have reached the addressee.